TERMS AND CONDITIONS
William Cope Limited
CONDITIONS OF BUSINESS
1.1 In this Contract the following words have the following meanings:
“Company” – means William Cope Ltd;
“Contract” – means any contract arising between the Purchaser and the Company incorporating these Conditions;
“Confidential Information” – means any and all information acquired by either party about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s Confidential Information;
“Goods” – means any products and/or goods ordered from the Company by the Purchaser or to be supplied by the Company to the Purchaser;
“Intellectual Property Rights” – means any patent, copyright, database right, design right (registered and/or unregistered), trade mark (registered and/or unregistered), know how, Confidential Information or other industrial or Intellectual property right subsisting now or in the future anywhere in the world in respect of the parties and any application for any of such rights;
“Liability” – means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;e way they should be – every time.
“Purchaser” – means the purchaser of Goods from the Company; and
“Working Day” – means any day from 9.00 am until 5.30 pm GMT which is not a Saturday, Sunday or statutory bank or public holiday in England.
2 Basis Of Contract
2.1 These conditions govern the agreement between the Purchaser and the Company to the exclusion of any other terms or conditions.
2.2 Orders placed by the Purchaser leading to a contract which is not expressed to be subject to these conditions shall still be subject to them.
2.3 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Purchaser.
2.4 No variation to these conditions shall be binding on the Company unless contained in the Company’s quotation or agreed in writing between the Purchaser and one of the Company’s authorised representatives and signed by an authorised representative of each of them.
2.5 The Company’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Company in writing.
2.6 The Purchaser acknowledges that it does not rely on any representation and/or warranty that is not expressly set out in the Contract.
3 Orders And Contract
3.1 Quotations (unless stated otherwise shall be valid for a period of 90 days unless otherwise stated on the quotation. Quotations may be withdrawn by the Company at any time during this period by oral or written notice. Quotations shall not be are not binding or capable of acceptance and are estimates only.
3.2 The Company shall have the right to refuse to accept any orders placed for Goods.
3.3 The Purchaser shall be responsible for the accuracy of an order and for giving the Company any information necessary for the Company to perform the Contract.
3.4 The Contract between the Purchaser and the Company shall come into effect on the Company’s acceptance of the Purchaser’s order.
3.5 No order for Goods shall be deemed accepted by the Company until confirmed in writing by the Company’s authorised representative.
3.6 If the Purchaser cancels this Contract for any reason the Purchaser shall have no further recourse against the Company under this Contract.
3.7 Acceptance of all orders from outside of the United Kingdom, are unless otherwise agreed in writing by the Company, subject to the production by the Purchaser of a confirmed irrevocable letter of credit with a British Bank for the purchase price.
4.1 The price of the Goods shall be as quoted to the Purchaser, subject to such quotation still being valid at the time of the order in accordance with clause 3.1
4.2 Except as otherwise stated, prices are ex-works, and the Purchaser shall be liable to pay the Company’s charges (if any) for transport, packaging and insurance.
4.3 The price of the Goods is based upon the cost to the Company at the date of its quotation of materials, labour, transport and all other expenses and of conforming to any statutory regulations or requirements. The Company reserves the right to amend the price of the Goods at any time to take account of any variation in such costs. The Purchaser shall have the right to cancel the Contract without penalty if the price of the Goods is increased on the condition that the Purchaser cancels the order prior to the drawing and/or specification being approved in accordance with clause 8.4.
4.4 If the Purchaser does not cancel the Contract for the provision of the Goods within the time period specified in clause 4.3 then the price increase shall take effect for the Goods ordered by the Purchaser.
4.5 The prices for the Goods are exclusive of any applicable VAT or other sales taxes for which the Purchaser shall additionally be liable.
4.6 Unless otherwise agreed between the parties in writing and save in respect of purchases of Goods by Purchasers from outside the United Kingdom, the Purchaser shall pay the price of the Goods and any other costs, charges or expenses provided for by these conditions upon delivery of the Goods, or for approved credit accounts in the UK with the Company by the end of the month following the month in which delivery is made.
4.7 If the Company agrees to accept orders from outside the United Kingdom in accordance with clause 3.7 unless otherwise agreed payment for the Goods will be made on receipt of the Goods by electronic telegraphic transfer in accordance with the instructions provided in the Company’s invoice or as otherwise issued by the Company from time to time.
4.8 If the Purchaser fails to make any payment in full on the due date the Company may, without prejudice to any other rights or remedies it may have, charge the Purchaser any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at whichever is the greater of the rate of 4% above the base rate from time to time of Barclays Bank Plc, compounded with monthly rests or the rate of interest prescribed by law.
4.9 Any monies received by the Company from the Purchaser may be applied by the Company at its option against any additional administrative costs and/or interest charged prior to application against any principal sums due from the Purchaser against which it may be applied in any order.
4.10 The Company shall be entitled to invoice each delivery of Goods separately.
4.11 The Purchaser shall pay all sums due to the Company under this Contract without any set-off, deduction, counterclaim or any other withholding of monies.
4.12 Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.
4.13 The Company shall be entitled to render an invoice to the Purchaser any time on or after delivery of the Goods.
4.14 If payment in full is not made to the Company when due then the Company may withhold or suspend future or current deliveries of the Goods and delivery under any other agreement with the Purchaser.
5 Credit Limit
5.1 Subject to clause 5.2 below, the Company may from time to time set a credit limit for the Purchaser. The Company reserves the right to refuse to accept orders for Goods and/or to suspend or withhold delivery of Goods if such Goods would result in the Purchaser exceeding the Purchaser’s credit limit or the credit limit is already exceeded.
5.2 The giving of credit by the Company to the Purchaser in accordance with clause 5.1 in respect of a specific order shall not oblige the Company to give credit to the Purchaser in respect of any future orders made by the Purchaser and the Company reserves the right at any point in time to withdraw any credit limit that the Company has given to the Purchaser and, in such cases, the Purchaser shall be required to pay the price of the Goods (and all other costs and charges otherwise due in accordance with clause 4) immediately upon receipt on the Goods.
6.1 Times and dates for delivery and/or performance are approximate only and are not guaranteed. Time is not of the essence in relation to such times and dates. The Company shall not be responsible for any costs incurred by the Purchaser in relation to any delay in delivery.
6.2 The Company will use its reasonable endeavours to ensure delivery and/or performance on the dates specified.
6.3 Where Goods are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by the Company to deliver, or any claim by the Purchaser in respect of, any instalment shall not entitle the Purchaser to repudiate and/or terminate this Contract as a whole.
6.4 The Purchaser shall have no right to reject Goods for late delivery unless the due date for delivery in respect of those specific Goods has passed and the Purchaser has served on the Company a written notice requiring such specific Goods to be delivered and giving the Company not less than 14 days in which to do so and the notice has not been complied with. If such notice has not been complied with by the Company, the Purchaser shall be entitled to reject such specific Goods that have not been delivered but for the avoidance of doubt shall not be entitled to terminate or rescind the whole Contract in respect of which such Goods relate. In the event of complete non delivery of Goods by the Company, the Purchaser must give the Company a written notice requiring such Goods to be delivered and giving the Company not less than 14 days in which to do so. In the event that such notice is not complied with by the Company, the Purchaser’s sole right and remedy in respect of such non delivery of Goods shall be as described in clauses 6.11 and 6.12.
6.5 The Company shall not be required to fulfil orders for Goods in the sequence in which they are placed.
6.6 The Purchaser shall provide a safe means of access to the place of delivery and all means necessary and manual labour to unload the Goods and shall be responsible at the Purchaser’s own cost and risk for all arrangements to unload the Goods when they arrive at the site to the Purchaser. The Purchaser shall reimburse the Company any extra expense or cost incurred by it in consequence of any default of this clause 6.6 on the part of the Purchaser. The Company may at its sole discretion unload the Goods on behalf of the Customer, this shall be done at the Purchaser’s sole cost and risk and the Company excludes all Liability in relation to such unloading services, including any damage to the Goods and/or the Purchaser’s property or equipment (save to the extent that such damage is caused by the Company’s negligent act or omission in respect of which the Company’s Liability shall be limited in accordance with clause 13).
6.7 If the Purchaser is not present at the agreed site or refuses to take the Goods or any of the Goods then the Company shall be entitled to withhold delivery of any other Goods and to treat this Contract as repudiated by the Purchaser and shall have the right to rescind this Contract.
6.8 If the parties agree that the Goods are to be collected from the Company’s premises then the Purchaser shall collect the Goods within 3 Working Days of being notified that the Goods are ready for collection. If the Goods are not collected by the Purchaser within the specified period the Company may despatch the Goods to the Purchaser at the Purchaser’s expense and risk and/or store the Goods at the Purchaser’s expense and risk until despatch and/or collection.
6.9 If the Purchaser requests that the Company loads the Goods on to another vehicle, the Company shall carry out such services at its sole discretion and at the Purchaser’s sole risk. The Company (subject to clause 13.11) accepts no Liability in respect of such services including any damage to the Goods and/or the Purchaser’s property or equipment (save to the extent that such damage is caused by the Company’s negligent act or omission in respect of which the Company’s Liability shall be limited in accordance with clause 13). The Purchaser shall ensure that it provides an adequate vehicle for the collection of the Goods which shall include a flat bed lorry or curtain sided continental trailer.
6.10 The Purchaser shall inspect the Goods as soon as is reasonably possible on delivery or collection. If the Goods or any part of the Goods are received in a damaged condition, the Purchaser must advise the Company within 48 hours of the time and date stated on the delivery note signed by the Purchaser on receipt of the Goods which are damaged and shall confirm the same to the Company in writing within 7 days of such receipt otherwise the Company will have no Liability in respect of such damage.
6.11 The Company will at its option either refund the price of or replace free of charge any Goods or parts of the Goods missing from a delivery of Goods provided that the missing items are notified to the Company in accordance with clause 6.4
6.12 The Company shall pay the reasonable cost incurred by the Purchaser directly relating to the non-delivery of the Goods, parts of Goods or spare parts subject to the missing items being notified to the Company in accordance with clause 6.4 and the production by the Purchaser of written evidence of such costs and subject to such costs not exceeding 5% of the price of the Goods.
6.13 The Goods will be delivered by the Company packed in the Company’s standard packaging which is included in the price of the Goods. When special packing is specified it will be non-returnable and at the cost of the Purchaser in addition to the contract price. The Purchaser shall ensure that all special packaging that it requires the Company to use will be suitable for the protection of the Goods under normal transport conditions and for dry indoor storage in temperate climates for up to 3 months from the date of such delivery provided that the packing is not damaged or disturbed.
7.1 The Company may at its sole discretion comply with reasonable requests by the Purchaser for postponement of delivery of the Goods but shall be under no obligation to do so.
7.2 Where delivery of the Goods is postponed at the Purchaser’s request then if such postponement exceeds 2 weeks from the original date of delivery the Purchaser shall pay all the Company’s costs and expenses incurred as a result including reasonable charges for storage, transportation and insurance. In addition the Purchaser shall be obliged to pay for the Goods as if delivery had not been postponed.
7.3 The Company may (at its sole discretion) allow cancellation of orders for Goods by the Purchaser. If accepted by the Company the Purchaser may cancel an order without cost or Liability if the request for such cancellation is received prior to the Purchaser approving the drawing and/or specification in accordance with clause 8.4. If the Company accepts a request for cancellation after such date the Purchaser shall be responsible for the costs incurred by the Company up to the date of cancellation.
8.1 The quantity, quality, description and/or specification for the Goods shall be that set out in the quotation and the drawing in the order acknowledgement unless otherwise agreed in writing by the parties.
8.2 Any technical descriptive or other matter of whatever kind contained in any literature or advertisement published by or on behalf of the Company shall only be approximate unless stated on the quotation or agreed in writing and shall not be binding or deemed to be or constitute any representation or warranty of any kind in relation to the Goods or any part of the Goods.
8.3 The Purchaser is responsible for checking the quotation, specification and any drawing satisfying itself that any specification and/or drawing given is accurate and adequate for the Goods.
8.4 The Purchaser should note any changes or alterations necessary to any drawing and/or specification and shall ensure that such changes and alterations are provided to the Purchaser by the Company for approval no less than 7 days prior to the Company submitting the drawings and/or specifications to the Purchaser for approval. Once drawings and specifications are approved by the Purchaser, the Company accepts no Liability in respect of any errors in the specification and/or drawing and any changes to the specification, drawing and/or Goods necessary will be made at the Company’s sole discretion and at the Purchaser’s cost.
8.5 The Company has no liability for errors in any specification, drawing and/or details supplied or approved by the Purchaser and the Purchaser is solely responsible for their accuracy.
8.6 All drawings, specifications and literature prepared by or on behalf of the Company and any Intellectual Property Rights in the drawings, specifications and literature or in any part of such documents are the property of the Company. No part of any such drawing, specification or literature shall be reproduced in any manner without the prior written consent of the Company.
8.7 Without prejudice to any other right or remedy the Company may have, the Purchaser agrees to indemnify and keep the Company indemnified against any and all Liabilities and increased administration and professional and legal costs on a full indemnity basis suffered by the Company (without set-off, counterclaim and/or reduction) and arising out of or in connection with the Company’s use of any specification, drawing and/or design provided by or on behalf of the Purchaser.
8.8 The Purchaser confirms and agrees that is has not relied upon the details and information contained in the Company’s quotation unless the Purchaser has sought and obtained written confirmation from the Company of their accuracy.
8.9 The Company reserves the right to make changes to the specification of the Goods as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality of the Goods.
8.10 If the Company does make changes to the specification of the Goods which have a material adverse effect then the Purchaser shall have the right to cancel the Contract without Liability.8.11 Any tests of the Goods or any part of the Goods undertaken by the Company at the request or on the instructions of the Purchaser shall be at the expense of the Purchaser.
8.12 Without prejudice to clause 8.11 if the Purchaser requires any such test to be witnessed by the Purchaser or by any representative of the Purchaser then the Company will give the Purchaser reasonable notice in writing of the date and place of the test. If the Purchaser or his representative fails to attend on the date and at the place notified to the Purchaser the Purchaser shall not be entitled to take any exception to the method, nature, extent or results of the tests and shall be bound by such results.
8.13 Any modification or approval resulting from the testing or inspection of the Goods must be fully advised in detail to the Company by the Purchaser within 14 days of the test.
9 Property And Risk
9.1 Risk in the Goods shall pass to the Purchaser at the time of delivery. Delivery shall be deemed to occur:-
9.1.1 at the time when the Goods arrive at the site, prior to off-loading the Goods if the Company transports the Goods by its own transport or it arranges transport in accordance with a specific contractual obligation; or
9.1.2 on collection of the Goods or after the expiration of 3 Working Days from the date the Purchaser has been notified that the Goods are available for collection from the Company in accordance with clause 6.8 whichever is the sooner.
9.2 The Company shall retain title and ownership of the Goods until the Company has received payment in full in cash or cleared funds of all sums due and/or owing for all Goods supplied to the Purchaser by the Company under this Contract and any other Contract or other agreement between the parties.
9.3 Until title in the Goods has passed to the Purchaser, the Goods shall be stored separately from any products or goods belonging to the Purchaser or any third party and must be clearly marked and identified as being the Company’s property. The Purchaser agrees that the Company’s employees and/or agents shall be entitled to enter the Purchaser’s premises to check compliance with this clause.
9.4 Until title in the Goods has passed to the Purchaser the Purchaser, shall keep the Goods insured for the price at which the Goods were sold to the Purchaser against all insurable risks and shall account to the Company for any proceeds of such policy of insurance in relation to the Goods upon receipt of the same. Any monies received from the Purchaser by the Company in accordance with this clause shall not discharge the Purchaser’s liability to pay the price for the Goods (plus interest accrued in accordance with clause 4.8) but shall be set off against any such liability.
9.5 The Purchaser may resell the Goods prior to title in the Goods passing to the Purchaser solely on the following conditions:
9.5.1 any sale will be effected in the ordinary course of the Purchaser’s business at full market value; and
9.5.2 the Goods sold will be sale of the Company’s property on behalf of the Company.
10.1 If the Purchaser:
10.1.1 fails to make any payment to the Company when due;
10.1.2 breaches the terms of this Contract (and if the breach is capable of remedy has not remedied the breach within 7 days of receiving notice requiring the breach to be remedied);
10.1.3 persistently breaches any one or more terms of this Contract;
10.1.4 pledges or charges any Goods which remain the Company’s property, or ceases or threatens to cease to carry on business, or proposes to compound with the Purchaser’s creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against the Purchaser, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of the Purchaser’s assets, or takes or suffers any similar action in any jurisdiction;
10.1.5 is, or is deemed to be, unable to pay its debts as they fall due or is insolvent, suspends making payments on any debts or announces an intention to do so, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness by reason of actual or anticipated financial difficulties, has a moratorium declared in respect of any of its indebtedness, ceases or threatens to cease to carry on business, applies for an interim order under Section 252 Insolvency Act 1986 or has a bankruptcy petition presented against it, has appointed in respect of it or any of its assets a liquidator, trustee in bankruptcy, judicial custodian, supervisor, compulsory manager, receiver, administrative receiver, administrator or similar officer (in each case whether out of court or otherwise), takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances;
10.1.6 appears to the Company due to the Purchaser’s credit rating to be financially inadequate to meet the Purchaser’s obligations under the Contract; and/or
10.1.7 appears reasonably to the Company to be about to suffer any of the above events;
then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.
10.2 If any of the events set out in clause 10.1 above occurs in relation to the Purchaser then:-
10.2.1 the Company may enter, without prior notice, any of the Purchaser’s premises (or premises of third parties with their consent) where Goods owned by the Company may be and repossess and dispose of or sell any Goods found which are owned by the Company so as to discharge any sums due to the Company under this Contract or any other agreement with the Purchaser;
10.2.2 the Purchaser is automatically no longer permitted to re-sell, use and/or part with the possession of any Goods owned by the Company until it has paid in full all sums due to the Company under the Contract and any other agreement between the parties (unless the Purchaser has obtained the Company’s prior written consent);
10.2.3 the Company may withhold delivery of any undelivered Goods and stop any Goods in transit;
10.2.4 the Company may cancel, terminate and/or suspend without liability to the Purchaser any agreement with the Purchaser; and
10.2.5 all monies owed by the Purchaser to the Company shall forthwith become due and payable.
11.1 The Company guarantees that the operational parts of the Goods will be free from material defects in materials and/or workmanship for a period of 12 months from the date of delivery of the Goods to the Purchaser.
11.2 The Company shall have no Liability under the guarantee in clause 11.1 in respect of:-11.2.1 any defect in the Goods arising from any drawing, design or specification supplied or approved (in accordance with clause 8.3) by the Purchaser;
11.2.2 any faults arising after risk in the Goods has passed which is caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Goods as appropriate;
11.2.3 any faults or defects caused by wilful damage, abnormal working conditions, failure to follow the Company’s instructions, misuse, alteration or repair of Goods without the Company’s approval, improper maintenance or negligence on the Purchaser’s part or a third party;
11.2.4 any defect(s) in the Goods arising from or due to the incorporation and/or use of any materials and/or components supplied by the Purchaser;
11.2.5 any defect arising as a result of using the Goods with other equipment not approved and/or recommended by the Company;
11.2.6 any defect(s) in the Goods arising from or due to use, installation, operation and maintenance otherwise than in accordance with good engineering practice and any instructions or advice given by the Company;
11.2.7 any defect(s) in the Goods arising from or due to improper or inadequate storage of the Goods or any part of the Goods or storage for more than 3 months.
11.2.8 any defect in the finishing of the Goods; and
11.2.9 any reasonable wear and tear to the Goods.
11.3 The Company shall have no Liability to the Purchaser under the guarantee in clause 11.1 if the Purchaser continuers to use the relevant Goods at any point after the defect has become apparent to the Purchaser or should have reasonably become apparent to the Purchaser.
11.4 The Company shall have no Liability to the Purchaser under the guarantee in clause 11.1 unless any defect is notified to the Company within 14 Working Days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Purchaser and the Purchaser provides the Company promptly with all information concerning the Goods; including the defect, use, installation, operation, maintenance and storage of the Goods since their delivery or any other information as the Company may reasonably require.
11.5 The guarantee in clause 11.1 will not apply if the Purchaser has not paid in full for the relevant Goods on the due date for payment.
11.6 If any Goods prove to be defective and are covered by the guarantee in clause 11.1 above then the Company shall at the Company’s sole option either repair or replace such Goods or refund the price for such Goods. Provided the Company complies with this clause the repair, replacement and/or re-performance shall be the Purchaser’s sole remedy in respect of claims under the guarantee under clause 11.1 above.
11.7 Any work carried out by the Company which is not covered by the guarantee in clause 11.1 above will be charged for. The decision as to whether work is covered by the guarantee shall be made by the Company and the Company’s decision shall be final and binding on the parties.
11.8 The Company agrees that the Company will repair or replace defective Goods covered by the guarantee in clause 11.1 above or issue a refund in respect of the defective Goods within a reasonable time of being notified by the Purchaser of the defect.
12 Repairs And Replacements
12.1 The Company will at the Company’s option either refund the price, repair or replace free of charge any defective Goods where the defect is apparent on inspection provided that the defect is notified to the Company within 48 hours of delivery of such Goods.
12.2 Any defective Goods must where reasonable be returned to the Company for inspection if requested by the Company before the Company will have any liability for defective Goods. If the Goods shall prove to be defective then the Company shall reimburse the Purchaser for the cost of returning the defective Goods.
12.3 The Company may at its sole discretion replace, repair free of charge or refund the price of defective Goods which are not notified to the Company within the specified time limit where in the Company’s opinion the defect would not have been ascertainable on inspection and has been notified to the Company as soon as reasonably practicable.
12.4 These conditions shall apply to all replacement Goods provided to the Purchaser pursuant to this clause 12.
13 Limitations On Liability
13.1 The Company shall have no Liability for defective Goods where the defect has been caused or contributed to by the Purchaser to the extent so contributed.
13.2 The Company shall have no Liability to the Purchaser if the price for the Goods has not been paid in full by the due date for payment.
13.3 The Company shall have no Liability to the Purchaser for defective Goods, Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Company within the appropriate time limit set out in this Contract.
13.4 The Company shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Purchaser’s continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Purchaser.
13.5 The Purchaser shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Purchaser incurs any costs and/or expenses in remedying the matter itself. If the Purchaser does not do so the Company shall have no Liability to the Purchaser.
13.6 The Purchaser shall produce to the Company written evidence of any claims for which it is alleged that the Company are liable together with written details of how loss was caused by the Company and the steps the Purchaser has taken to mitigate the loss before the Company shall have any Liability for the claim by the Purchaser.
13.7 The Company shall have no Liability to the Purchaser for any:-
13.7.1 consequential losses and/or indirect losses;13.7.2 loss of profits and/or damage to goodwill;
13.7.3 pure economic and/or other similar losses;
13.7.4 special damages and indirect losses; and/or
13.7.5 business interruption, loss of business, contracts, opportunity and/or production.
13.8 The Purchaser shall be under a duty to mitigate any loss, damage, costs or expenses that the Purchaser may suffer (including by maintaining an adequate stock of Goods).
13.9 The Company’s total Liability to the Purchaser in connection with each Contract shall not exceed the amount of monies that the Company receives from its insurance providers in respect of the relevant Liability.
13.10 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
13.10.1 Liability for breach of contract (including fundamental breach);
13.10.2 Liability in tort (including negligence);
13.10.3 Liability for breach of statutory duty; and
13.10.4 Liability for breach of Common Law and/or under any other legal basis.
except clause 13.9 above which shall apply once only in respect of all the said types of Liability.
13.11 Nothing in this Contract shall exclude or limit the Company’s Liability for death or personal injury due to the Company’s negligence or any Liability which is due to the Company’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
13.12 Except as expressly provided for this in these conditions, all warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
13.13 The limitations in this Contract are necessary in order to allow the Company to provide the Goods at the Company’s current prices.
13.14 If the Purchaser requires greater protection then the Company will agree to modify the limitations and extend the Company’s guarantees in return for the payment of a higher price for the Goods.
14.1 Each party undertakes with the other that it shall keep confidential (and to ensure that its officers, employees, agents and professional and other advisers keep confidential) any of the other parties’ Confidential Information.
14.2 The obligations of confidentiality and non-use set out in clauses 14.1, above shall not apply to information:
14.2.1 which the receiving party proves by documentary evidence produced within 28 days of disclosure was already in its possession and at its free disposal prior to disclosure by the disclosing party;
14.2.2 which the receiving party proves by documentary evidence produced within 28 days of disclosure was developed by it without reference to any of the disclosing party’s Confidential Information;
14.2.3 which is after the date of this Agreement disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;
14.2.4 which is or becomes generally available to the public through no default and/or omission on the receiving party’s part; or
14.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that the receiving party gives the disclosing party as much advance notice of such disclosure as possible.
14.3 The exceptions in Clause 14.2 above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.
14.4 At disclosing party’s request, made at any time during the course of this Agreement, and in any event upon termination of this Agreement for whatever reason, the receiving party will deliver up to the disclosing party or at the disclosing party’s option destroy any and all materials containing the disclosing party’s Confidential Information in whatever medium which is in the receiving party’s possession, power or control.
14.5 Each party will be liable under this Agreement for the acts and/or omissions of any agent, employee or sub-contractor and/or those of any other group company (meaning any company which at the relevant time is a subsidiary or holding company of either party or any subsidiary of any such holding company and ‘subsidiary’ and ‘holding company’ shall have the meanings given to them by section 1159 of the Companies Act 2006) as if they were its own acts and/or omissions under this Agreement.
15.1 The Purchaser agrees to indemnify and keep indemnified the Company against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), claims, actions and any other losses and/or liabilities arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Purchaser.
15.2 No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
15.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
15.4 The Company shall have no Liability to the Purchaser for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is as a result of an event which is beyond the reasonable control of, the Company including but not limited to war, civil war, act of God, fires, strikes, lock-outs, insurrection or riots, sub-contractor delays, embargoes, unavailability of raw materials, wrecks or delays in transportation, requirements or regulations of any governmental authority. If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
15.5 The Purchaser shall not assign the Purchaser’s rights and/or obligations under the Contract (or any part) without the Company’s written consent.
15.6 The Company may assign, transfer or sub-contract its rights and/or obligations under the Contract (or any part) without the Purchaser’s written consent.
15.7 All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of the Company’s group from time to time who shall, subject to the Company’s consent, have the right to enforce this Contract as if they were the Company.
15.8 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.