1. Use of Web Site Information
You may download, view, copy and print documents and graphics incorporated in these documents (the "Documents") from the Site subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes; and (b) the Documents may not be modified or altered in any way. Except where your use constitutes "fair use" under copyright law, you may not otherwise use, download, upload, copy,print, display, perform, re-produce, publish, license, post, transmit or distribute any information from this Web Site in whole or in part without the express authorisation of Quadrant Connections Ltd.
2. Use of Forums and Public Communication
"Forum" means a discussion group, chat area, bulletin board, news group, letter to Quadrant Connections Ltd, its webmaster or employees, or e-mail function offered as part of the Site. You agree not to upload, email, post, publish or otherwise transmit through a Forum any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another's privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another's rights, including but not limited to intellectual property rights; (f) consititutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (g) violates any applicable laws or regulations.
Forums shall be used in a noncommercial manner only. You shall not distribute or other wise publish any content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Site to use or join or become members of any commercial online or offline service to other organisation. Except where expressly authorised by Quadrant Connections Ltd, you agree not to collect or store personal data about other users.
By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to Quadrant Connections Ltd, you automatically grant (or warrant that the owner of such rights has expressly granted) Quadrant Connections Ltd a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content on in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived.
3. Passwords and Security
You are responsible for maintaining the confidentiality of any password(s) you are given to access the Site, and are fully responsible for all activities that occur under your password(s). You agree to notify Quadrant Connections Ltd immediately of any unauthorised use of your password(s).
Quadrant Connections Ltd is concerned about the security of personal information we have collected from you and has taken reasonable steps to prevent unauthorised access to that information.
4. Termination of Use
You agree that Quadrant Connections Ltd may, in its sole discretion, at any time terminate your access to the Site and any account(s) you may have in connection with the Site. Access to the Site may be monitored by Quadrant Connections Ltd.
5. Third Party Web Sites, Content, Products, and Service
The site may provide links to Web sites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Site. You agree that Quadrant Connections Ltd is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted on other Web sites regarding privacy and other topics before you use them. You agree that Quadrant Connections Ltd is not responsible for third party content accessible through the Site, inlcuding opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that Quadrant Connections Ltd is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products and services. You agree that Quadrant Connections Ltd is not responsible for any loss or damage of any sort you may incur from dealing with any third party.
Except where expressly provided otherwise, the site, and all content, materials, information, software, products and services provided on the site, are provided on an "as is" and "as available" basis. Quadrant Connections Ltd expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Quadrant Connections Ltd makes no warranty that: (a) the site will meet your requirements; (b) the site will be available on an uninterupted, timely, secure, or error-free basis; (c) the results that may be obtained from the use of the site or any services offered through the site will be accurate or reliable; or (d) the quality of any products, services, information, or other material purchased or obtained by you through the site will meet your expectations.
Any content, materials or information downloaded or otherwise obtained through the use of the site is done at your own discretion and risk. Quadrant Connections Ltdshall have no responsibility for any damage to your computer system or loss of data that results from the download of any content, materials, information.
Quadrant Connections Ltd reserve the right to make changes or updates to the site at any time without notice.
7. Limitation of Liability
In no event shall Quadrant Connections Ltd be liable for direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, the site.
You agree to defend, indemnify and hold harmless Quadrant Connections Ltd, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the Site.
10. Law and Jurisdiction
By use of this website you agree to the application of the laws of England and to the exclusive jurisdiction of the English courts.
1. THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 12.4.
2.1 The definitions and rules of interpretation in this condition apply in these terms and conditions.
2.2 Associated Companies: a subsidiary or holding company of the Company as defined in sections 736 and
736A of the Companies Act 1985 or a subsidiary of such holding company, or any company over which the
Company’s directors or shareholders have control as defined in section 840 of the Income and Corporation
Taxes Act 1988;
2.3 Buyer: the person, firm or company who purchases the Goods from the Company;
2.4 Company: Quadrant Connections Limited, a company incorporated in England with number 4166282;
2.5 Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods,
incorporating these conditions;
2.6 Delivery: means when the Goods are delivered in accordance with condition 4;
2.7 Delivery Point: the place where Delivery of the Goods is to take place under condition 5;
2.8 Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company as set out in condition
3 (including any part or parts of them);
2.9 Information: any samples, descriptions and/or information, whether of a technical nature or not relating to the
Goods including without limit quantities, measurements, dimensions, weights, specifications, designs,
drawings or descriptive matter;
2.10 working day: means a day (other than a Saturday or Sunday) when banks in the City of London are open for
2.11 A reference to a particular law is a reference to it as it is in force for the time being taking account of any
amendment, extension, application or re-enactment and includes any subordinate legislation for the time
being in force made under it.
2.12 Words in the singular include the plural and in the plural include the singular.
2.13 A reference to one gender includes a reference to the other gender.
2.14 Condition headings do not affect the interpretation of these conditions.
3. APPLICATION OF TERMS
3.1 Subject to any variation under condition 3.3 the Contract shall be on these conditions to the exclusion of all
other terms and conditions (including any terms or conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other document).
3.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation
of order, specification or other document shall form part of the Contract simply as a result of such document
being referred to in the Contract.
3.3 These conditions supersede all previous terms and conditions of sale issued by the Company.
3.4 These conditions apply to all the Company's sales and any variation to these conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing and signed by a
director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in
this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
3.5 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an
offer by the Buyer to buy Goods subject to these conditions.
3.6 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the
3.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.8 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches
an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date,
provided that the Company has not previously withdrawn it.
4.1 The quantity and description of the Goods shall be as set out in the Company's quotation or
acknowledgement of order. In the event of any conflict in the descriptions in these documents the
acknowledgement of order prevails.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any
descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of
the Contract and this is not a sale by sample.
5.1 Unless otherwise agreed in writing by the Company, Delivery of the Goods shall take place as follows:
(a) if the Company has arranged the carriage of the Goods Delivery shall take place upon delivery of the Goods
to the Buyer’s place of business or other delivery address agreed by the Company; or
(b) if the Buyer has arranged its own delivery of the Goods Delivery shall take place upon collection of the Goods
from the Company's place of business by the Buyer or the Buyer’s carrier.
5.2 Where the Buyer is collecting the Goods or arranging their own carried the Buyer shall take Delivery of the
Goods within 5 working days of the Company giving it notice that the Goods are ready for delivery.
5.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for
delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a
5.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or
consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss
of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or
indirectly by any delay in the Delivery of the Goods (even if caused by the Company's negligence), nor shall
any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
5.5 If for any reason the Buyer fails to accept Delivery of any of the Goods when they are ready for Delivery, or
the Company is unable to Deliver the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until Delivery, whereupon the Buyer shall be liable for all related costs and
expenses (including, without limitation, storage and insurance).
5.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and
manual labour for loading the Goods.
5.7 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity
accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by
reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
5.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced
and paid for in accordance with the provisions of the Contract.
5.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating
to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.10 Unless otherwise stated, all quotations and estimates assume delivery in full loads. The Company reserves
the right to levy additional charges for delivery by instalments, where requested by the Buyer.
5.11 If the Buyer does not accept Delivery of the Goods for any reason, an appropriate charge will be made.
5.12 If the Buyer fails to take Delivery on the agreed delivery date or if the Company is unable to Deliver the Goods
because the Buyer has not provided appropriate instructions, documents, licences or authorisations, or if no
specific delivery date has been agreed, when the Goods are ready for dispatch risk in the Goods shall pass to
the Buyer (including for loss or damage caused by the Company’s negligence), the Goods shall be deemed to
have been Delivered and the Company shall be entitled to store and insure the Goods and to charge the
Buyer all related cost and expenses of so doing.
5.13 A delivery charge or, as the case may be, an additional delivery charge may be levied, at the discretion of the
Company, on Goods obtained specially from suppliers to the Company or Goods sent other than by usual
means of transport at the request of the Buyer.
6. NON-DELIVERY AND SHORTAGE IN DELIVERY
6.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's
place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the
Buyer can provide conclusive evidence proving the contrary.
6.2 The Company shall not be liable for any non-Delivery of Goods (even if caused by the Company's negligence)
or for any shortage in the quantity delivered unless the Buyer gives written notice to the Company of the non-
Delivery or shortage within 3 working days of the date when the Goods either were delivered or would in the
ordinary course of events have been received.
6.3 If short Delivery does take place, the Buyer shall not reject the Goods but shall accept the Goods delivered as
a part performance of the order.
6.4 If short Delivery or damaged Goods are complained of, the Company shall be under no liability in respect
thereof unless a reasonable opportunity to inspect the Goods is provided to the Company before any use
thereof is made by the Buyer.
6.5 Any liability of the Company for non-Delivery or short Delivery of the Goods shall be limited to the provision of
Goods not delivered within a reasonable time or the issuing of a credit note at the pro rata Contract rate
against any invoice raised for such Goods.
7.1 The Goods are at the risk of the Buyer from the time of Delivery.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared
funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in
such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full
price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the
policy of insurance to the Company; and
(e) at the Company’s request the Buyer will notify its customers that the Company remains the legal owner of the
Goods until the Company receives payment in accordance with condition 8 and the Company reserves the
right to label the Goods accordingly.
7.4 The Buyer may use or resell the Goods before ownership has passed to it solely on the following conditions:
(a) any use or sale shall be effected in the ordinary course of the Buyer's business at full market value;
(b) any such use or sale shall be a use or sale of the Company's property on the Buyer's own behalf and the
Buyer shall deal as principal when making such a use or sale; and
(c) such part of the proceeds of any use or sale or insurance proceeds received in respect of the Goods as
represents the amount owed by the Buyer to the Company being held in trust for the Company and not mixed
with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as the
Company’s money and the Buyer shall account to the Company accordingly;
(d) the Buyer’s right to use or sell the Goods may be withdrawn by the Company on notice at any time; and
(e) the Buyer will at the Company’s request and at the Buyer’s expense assign to the Company all rights the
Buyer may have against its customers.
7.5 The Buyer's right to use and possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his
creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of
insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or
enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose
only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative
receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the
appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the
Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to
the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of
the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Buyer (termed an “Event of Insolvency”);
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or
obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other
contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
(d) (hereinafter called an “Event of Insolvency”);
7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the
Goods has not passed from the Company.
7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any
premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to
possession has terminated, to recover them.
7.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's
right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the
Company to the Buyer in the order in which they were invoiced to the Buyer.
7.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in
this condition 7 shall remain in effect.
8.1 Prices set out in a quotation are not binding upon the Company. Unless otherwise agreed by the Company in
writing, the price for the Goods shall be the price set out in the Company's written acknowledgement of order.
8.2 Unless otherwise stated, in the acknowledgement of order the price for the Goods shall be exclusive of any
value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance,
all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
9.1 Subject to condition 9.4, payment of the price for the Goods is due in the currency stated on the invoice
within 30 days from the date of the invoice.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until the Company has received cleared funds.
9.4 All payments payable to the Company under the Contract shall become due immediately on its termination
despite any other provision.
9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of
set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an
amount equal to such deduction to be paid by the Company to the Buyer. The Buyer shall not be entitled to
withhold payment of any amount payable under the Contract by reason of any dispute or claim by the Buyer.
9.6 The Buyer shall reimburse to the Company the entire cost of representing any cheque or other instrument
delivered to it in payment of any sum due by the Buyer.
9.7 Time for payment shall be the essence of the Contract. Any discounts, deductions or rebates agreed are only
available if the price is paid and received by the due date.
9.8 In the case of short Delivery, partial Delivery or Delivery of damaged goods, the Buyer shall remain liable to
pay the full invoice price of all Goods Delivered or available for Delivery.
9.9 If the Buyer fails to pay the Company any sum due pursuant to the Contract or suffers any Event of
Insolvency the Company shall be entitled to do any one or more of the following (without prejudice to any
other right or remedy it may have):-
(a) claim interest on such sum from the due date for payment at the annual rate of 4% above the base lending
rate from time to time of the Governor and Company of the Bank of Scotland accruing on a daily basis until
payment is made, whether before or after any judgment. The Company reserves the right to claim interest
under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) require payment in cleared funds in advance of further deliveries of Goods;
(c) suspend or cancel any further deliveries of Goods to the Buyer under any contract without liability on the
(d) without prejudice to the generality of condition 6 exercise any of the Company’s rights pursuant to that
(e) terminate this or any other contract with the Buyer without liability on the Company’s part.
10.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the
Buyer the benefit of any warranty or guarantee given to the Company.
10.2 The Company warrants that (subject to the other provisions of these conditions) on Delivery ,and for a period
of 12 months from the date of Delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made
known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable
for the Buyer to rely on the skill and judgement of the Company.
10.3 The Company shall not be liable for a breach of any of the warranties in condition 10.2 unless:
(a) the Buyer gives written notice of the defect to the Company within 5 working days of the time when the Buyer
discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the
Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business in the UK
at the Buyer’s cost for the examination to take place there, such reasonable cost to be refunded by the
Company if following the examination the Company concludes that there has been a breach of any warranty
in condition 9.2
10.4 The Company shall not be liable for a breach of any of the warranties in condition 10.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises as a result of the Goods being used for a purpose other than that specified by the Company;
(c) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the
storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade
(d) the Buyer alters or repairs such Goods without the written consent of the Company; or
(e) the defect arises from fair wear and tear.
10.5 Subject to condition 10.3 and condition 10.4, if any of the Goods do not conform with any of the warranties in
condition 10.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund
the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer
shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the
10.6 If the Company complies with condition 10.5 it shall have no further liability for a breach of any of the
warranties in condition 10.2 in respect of such Goods.
10.7 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be
guaranteed on these terms for the unexpired portion of the 12 month period.
10.8 If the Goods are supplied manufactured or processed to Information or a design supplied by the Buyer or as
approved by the Buyer or any third person nominating or specifying the Goods then:
(a) Subject to condition 10.4 the Company shall not be under any liability for damages howsoever caused or
under condition 9.5 except in the event of:
(i) fraudulent misrepresentation by the Company;
(ii) misrepresentation where the representation was made or confirmed by a person authorised to sign on behalf
of the Company;
(iii) non-compliance with such Information; or
(iv) breach of a written warranty signed by a person authorised to sign on behalf of the Company that the Goods
are fit for that purpose.
(b) The Buyer will unconditionally fully and effectively indemnify the Company against all losses, damages, costs
on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid
or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual property
rights of any other person.
10.9 If the Goods are supplied by reference to Information provided by an authorised person on behalf of the
Company then subject to condition 10.4 the Company shall not be under any liability for damages howsoever
caused except in the proportion and to the extent that such damages have resulted primarily from the
Company’s breach of contract or negligence.
10.10 The Company will not be liable under condition 9.9 if material information is withheld concealed or
misrepresented by the Buyer.
11.1 No cancellation or variation of the whole or any part of the order by the Buyer is permitted except where
expressly agreed in writing by a person authorised to sign on behalf of the Company.
11.2 The consent of the Company to cancellation or variation of the order shall not in any way prejudice the
Company's right to recover from the Buyer full compensation for any loss or expense arising from such
cancellation or variation on an indemnity basis.
11.3 Where the Goods are returned by the Buyer without the Company's written consent, they will not be accepted
12. LIMITATION OF LIABILITY
12.1 Subject to condition 5, condition 6 and condition 10, the following provisions set out the entire financial liability
of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors)
to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods;
(c) any representation, statement or tortious act or omission including negligence arising under or in connection
with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied
by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the
12.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated
performance of the Contract shall be limited to £250,000 in connection with the cost of Goods and £50,000 in
connection with other losses; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in
each case whether direct, indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13.1 The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the
14. FORCE MAJEURE
14.1 The Company reserves the right to defer the date of Delivery or to cancel the Contract or reduce the volume
of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the
carrying on of its business due to circumstances beyond the reasonable control of the Company including,
without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests,
riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not
relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous
period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of
the Company whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the remainder of such provision shall continue in full force
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer
shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms
of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed
by English law and the parties submit to the exclusive jurisdiction of the English courts.
15.7 The Contract contains the entire agreement between the Company and the Buyer.
15.8 The Buyer shall reimburse the Company’s costs including legal costs on an indemnity basis which the
Company incurs in enforcing its rights under these conditions including but not limited to recovery of any sums
due. Such sums shall be in additional to the statutory compensation payable by the Buyer under the Late
Payment and Commercial Debts Regulations 2002.
15.9 If the Buyer is an individual or group of individuals the Buyer agrees that the Company may process the
Buyer’s personal data in accordance with the Data Protection Act 1998. The Company and Associated
Companies may from time to time send the Buyer information about products and services which may be of
15.10 14.10The Buyer will unconditionally fully and effectively indemnify the Company against all losses damages
penalties costs on an indemnity basis and expenses awarded against or incurred by the Company in
connection with or paid or agreed to be paid by the Company in settlement of any claim by any third party
arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that
such losses damages penalties costs and expenses are due to the Company’s negligence.
16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent
by pre-paid first class post or sent by fax:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be
notified to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company)
or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or
such other address as shall be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays)
after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working
16.3 Communications addressed to the Company shall be marked for the attention of the Company Secretary