Terms and Conditions of Sale
These Terms and Conditions form the basis of the Contract for the supply of Goods between ID&C Limited (Xx.Xxx.Xx. 3093337) whose registered office is at Xxxx 0 Xxxxxxx Xxxx, Xxxxxxxxxxxx Xxx, Xxxxxxxxx Xxxxx, XX0 (“ID&C”), and the Buyer, defined below and identified in the Purchase Order and Order Confirmation. By accessing or making any use of ID&C, you agree to these terms.
1.1 “Buyer” means the person identified in the Purchase order and Order Confirmation whose written order for the Goods is accepted by the ID&C.
1.2 “Conditions” means these terms and conditions of sale as amended from time to time in accordance with clause 16.8.2.
1.3 “Confidential Information” means
1.4 "Contract" means the contract between ID&C and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
1.5 "Customer Material" means any documents, plans, drawings, specifications, logos, details, artwork, pictures or any other records of information in any form provided by the Buyer to ID&C in connection with the Goods.
1.6 "Dispatch" means when goods leave ID&C.
1.7 “Goods” means the goods (or any part of them) specified in the Buyer’s Purchase Order to be supplied by ID&C in accordance with these Conditions;
1.8 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-‐up, rights in goodwill or to xxx for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-‐how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.9 "Order Confirmation" means a written confirmation of acceptance of the Buyer’s Purchase Order sent by ID&C to the Buyer which, or where the buyer confirms an order and pays for goods on the ID&C website, xxx.xxxxxxx.xx.xx, unless it is otherwise expressly set out, shall be deemed to incorporate all details of Goods, prices, delivery specification, and other terms which are contained in the relevant Quotation.
1.10 "Parties" means the Buyer and ID&C.
1.11 “Purchase Order” means the Buyer’s order for the supply of Goods received by ID&C setting out details of the Goods.
1.12 "Quotation" means a formal written quotation describing the specification of the Goods to be supplied by ID&C;
1.13 Construction. In these Conditions, the following rules apply :
1.13.1 a person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality);
1.13.2 a reference to a party includes its [personal representatives,] successors or permitted assigns;
1.13.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-‐enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-‐enacted;
1.13.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.13.5 a reference to writing or written includes faxes and e-‐mails.
2 The Contract
2.1 These Conditions set out the Buyer’s rights and obligations and shall govern the Contract between the Parties to the entire exclusion of any other terms, whether express or implied, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. Acceptance by ID&C of any order is conditional on the Buyer accepting that the contract will be governed solely by these Conditions. In particular, it is agreed that any Purchase Order or similar document from the Buyer relating to ID&C’s Quotation shall only be accepted by ID&C on the basis of these Conditions.
2.2 These Conditions and the Order Confirmation embody the entire understanding of the Parties and supersede any prior promises, representations, undertakings and understandings between the Parties and may only be modified by a variation in writing signed on behalf of ID&C by a duly authorised person and no other action on the part of ID&C (whether delivery of the Goods or otherwise) shall be construed as an acceptance of any other condition.
2.3 The Buyer may have other rights granted by law including statutory rights and these Conditions do not affect these.
2.4 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, Order Confirmation or other document or information issued by ID&C shall be subject to correction without any liability on the part of ID&C.
2.5 Communication by telephone, verbal instruction, fax or email is legally binding providing that it is in conformance with these Conditions.
2.6 The opening or receipt of any documentation by the Buyer referring to these Conditions shall be deemed to be an acceptance of and agreement to them unless otherwise expressly rejected or disputed by the Buyer and with direct reference to the offending clause or term.
3.1 Any quotation or estimate given by ID&C is given subject to these Conditions and does not constitute an offer to supply goods to the Buyer and merely serves as an invitation for the Buyer to place a Purchase Order.
3.2 Quotations and specifications for the Goods are provided by ID&C in good faith based on the information provided by the Buyer to ID&C.
3.3 No Purchase Order submitted by the Buyer shall be deemed to be accepted by ID&C until:
3.3.1 ID&C accepts the Buyer’s order by communicating to the Buyer an Order Confirmation; or
3.3.2 ID&C commences the manufacture of the Goods; or
3.3.3 ID&C places an order with any of its suppliers for materials or tooling specifically related to the
Buyer’s Purchase Order, whichever is the earlier. For the avoidance of doubt the commencement of preparatory work by ID&C shall not be construed as the Contract being made or a Purchase Order being accepted.
3.4 Subject to any Customer Material or other specification supplied by the Buyer and referred to in the Order Confirmation, ID&C shall be entitled to exercise control as to the method of the production or supply of the Goods. ID&C may at its sole and absolute discretion refuse to use or reproduce any Customer Material which ID&C deems to be offensive, inappropriate, libellous or considers may infringe the Intellectual Property Rights or other rights of a third party.
3.5 If the Buyer discovers it has made a mistake with its Purchase Order the Buyer must inform ID&C immediately. No Purchase Order which has been accepted by ID&C may be cancelled or varied in any way by the Buyer except with the agreement in writing of ID&C and on terms that the Buyer shall indemnify ID&C in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by ID&C as a result of such cancellation or variation.
3.6 If the Buyer cancels its Purchase Order after it has been accepted by ID&C, ID&C reserves the right to deduct an administration charge of up to 35% of the total value of the Purchase Order from any refund due. This is in addition to any deductions made as a result of costs incurred by ID&C.
3.7 Please note that, if the Buyer confirms a Purchase Order for a personalised product, you do not have any right to cancel your contract to buy them and return them to us. Although you do have the right to reject any Product which is faulty or not as described in our specifications.
3.8 If the Buyer deems that any goods are unsuitable, un-‐fit for purpose, or discovers that the Product is damaged upon delivery; the Buyer has the right to return the Product and request a refund within fourteen (14) days.
4.1 Unless stated otherwise in the Order Confirmation, all ID&C’s prices are ex works, exclusive of VAT and similar taxes or government levies.
4.2 Where the Buyer’s principal place of business is outside the UK and/or the Buyer is a first time purchaser, the price and any VAT must be paid in full before production of the Goods commences. For an established Buyer inside the UK, payment must be made within 30 days from the date of the ID&C’s invoice, time be being of the essence. ID&C’s decision as to who is an established Buyer is final.
4.3 Additional costs due because Goods exported from the United Kingdom are subject to import duty or license in the Buyer’s own country or the country of delivery are the Buyer’s responsibility. It is the Buyer’s responsibility to comply with any legislation or regulations governing the importation of the Goods into the country of destination.
4.4 Delivery charges are deemed to be accepted by the Buyer upon placing a Purchase Order.
4.5 The Buyer shall pay ID&C the charges stated in ID&C’s Order Confirmation and any other charges which are agreed between ID&C and the Buyer for the provision of the Goods, or other reasonable charges which, at ID&C’s sole discretion, are required as a result of, for example:-‐
4.5.1 urgent projects necessitating the postponement of other work and performance of overtime work;
4.5.2 origination of artwork to be produced by ID&C;
4.5.3 significant increase in the costs of labour, materials, exchange rates, supply, transport, or other costs of design and/or manufacture in the time period between the Purchase Order being accepted and manufacture commencing;
4.5.4 any change in delivery dates requested by the Buyer;
4.5.5 any change in designs, quantities or specifications for the Goods which is requested by the Buyer;
4.5.6 any delay caused by any instructions from the Buyer, or by the Buyer’s failure to give ID&C adequate information or instructions;
4.5.7 unexpected or unforeseen complications arising from the specification of the Goods;
4.5.8 the inaccuracy of any Customer Material including where the Customer Material is not of sufficient quality to enable ID&C to produce the Goods in accordance with the Order Confirmation; or
4.5.9 any other cause attributable to the Buyer.
4.6 Unless ID&C agrees otherwise, no price quoted by ID&C shall remain binding on ID&C for more than 60 days.
5.1 All accounts are payable in advance and are due on the day the Buyer places the Purchase Order and before the commencement of manufacture of the Goods, unless otherwise agreed by ID&C or in the event of ID&C offering the Buyer a credit account facility.
5.2 Unless agreed by ID&C in writing the Buyer shall pay all of ID&C’s invoices without any reduction, deduction or set-‐off, in pounds sterling.
5.3 Insofar as payment of ID&C’s invoices is concerned, time is of the essence.
5.4 The Buyer must not make payment in cash or in any other way to a delivery driver or any other third party outside the normal banking system who is not one of ID&C’s employees and the Buyer accepts that ID&C will not accept that any such payments as discharge of the Buyer’s liabilities to ID&C.
5.5 If the Buyer has a credit account with ID&C payment is due 30 days after the date of ID&C’s invoice and ID&C may charge the Buyer interest for late payment calculated daily at 4% above Bank of England base rate both before and after judgment in accordance with the Late Payment of Commercial Debts Act (Interest) Xxx 0000.
5.6 ID&C may at any time and at its absolute discretion revoke any credit facility for any reason by giving the Buyer notice in writing.
5.7 Where any sum owed by the Buyer to ID&C (under this Contract or any other) is overdue or a winding-‐up petition is issued against the Buyer or, being a person, commits an act of bankruptcy or has a bankruptcy petition issued against him, or if at any time the Buyer’s credit standing has in ID&C’s opinion been impaired for any other reason, ID&C may suspend any work and/or withhold any deliveries of Goods due to be made under this Contract until arrangements as to payment or credit have been established which are satisfactory to ID&C.
5.8 ID&C shall, without prejudice to other remedies, in respect of all unpaid debts due from the Buyer have a general lien on all Goods, Customer Material and other property in ID&C’s possession (whether worked upon or not) and shall be entitled on the expiration of fourteen days notice to the Buyer to dispose of such Goods, Customer Material or other property in such manner and at such price as ID&C shall think fit and to apply the proceeds towards such debts.
5.9 The Buyer will indemnify ID&C on an indemnity basis against all loss, damage, costs and expenses (including legal expenses) incurred by ID&C in connection with the Buyer’s non payment of any sum due.
6 Dispatch and Delivery
6.1 Delivery of the Goods shall take place when the Goods are delivered to the Buyer (or to any person nominated by the Buyer) at the address specified in the Purchase Order either by recorded delivery
or by courier. Dispatch of the Goods shall take place when ID&C release the Goods for delivery.
6.2 Any dates quoted for delivery of the Goods are approximate only and shall be subject to the Buyer and/or any relevant third parties acting on behalf of the Buyer performing all necessary acts and/or supplying all necessary Customer Material and facilities in due time to enable the Purchase Order to be executed and the Goods delivered.
6.3 ID&C shall not be liable for any delay in delivery of the Goods however caused and time for delivery shall not be of the essence of the Contract unless previously agreed by ID&C in writing with ID&C using the exact phrase "time is of the essence" in order documentation supplied to the Buyer prior to the Purchase Order being accepted.
6.4 The Goods may be delivered by ID&C in advance of the quoted delivery date.
6.5 ID&C reserve the right to make part deliveries by delivering the Goods in more than one delivery.
6.6 Without prejudice to the generality of the foregoing, the delivery date for the Goods may be varied with the consent of both the Buyer and ID&C.
6.7 If the Buyer chooses not to accept any offer ID&C may make to the Buyer to arrange for the delivery of the Goods to the Buyer then unless otherwise agreed by ID&C in writing, the Buyer will arrange for the Goods to be collected within three days of ID&C giving notice to the Buyer that the same are ready for collection and the Buyer accepts that ID&C will make an additional charge to the Buyer for longer term storage at a rate of 1% of the value of the Goods for every full day ID&C stores the Goods for the Buyer up to a maximum of 100% of the value of the Goods.
6.8 Where the ID&C has made every effort to deliver to the Buyer and has been unable to do so due the actions or inactions by the Buyer, the Buyer shall be liable for all re-‐delivery costs.
6.9 The Buyer acknowledges that it is the Buyer’s responsibility to check all deliveries before signing for them, and that ID&C is entitled to treat the Buyer’s signature (or that of the Buyer’s agent) as conclusive proof that all such Goods as are signed for have been delivered.
6.10 The Buyer shall be deemed to have accepted the Goods upon delivery unless the Buyer notifies ID&C in writing within 48 hours of delivery that the Goods are not accepted.
6.11 Where the Buyer requests to keep ID&C’s delivery driver onsite at the point of delivery, while order checking/counting/quality control is taking place, the Buyer shall be liable for all waiting costs invoiced to ID&C by the delivery driver.
6.12 Where the Buyer elects to use ID&C’s standard overnight delivery service provided by ID&C’s third party courier company, ID&C accepts no liability for late or delayed deliveries as a result of the courier company’s failure to deliver on time or to the correct address. Should the Buyer choose to elect for ID&C’s secure delivery service, ID&C will guarantee the delivery as per the delivery terms agreed
6.13 Where Goods are exported from the United Kingdom then INCOTERMS (current edition) shall apply to the Contract where specified in ID&C’s Quotation or other order documentation.
Risk in any Goods shall pass to the Buyer upon dispatch from ID&C. For the avoidance of doubt, risk in any Goods during carriage including damage or a partial or full loss of Goods in transit is the Buyer’s and it is the Buyer’s responsibility to insure against this risk, whether or not the Buyer makes the arrangements for delivery. Unless delivery arrangements are specified in the Purchase Order or Order Confirmation, ID&C will notify the Buyer in writing of any arrangements it makes for delivery of Goods to enable the Buyer to arrange such insurance as it may think appropriate.
8.1 Notwithstanding dispatch and the passing of risk in the Goods, title and property in the Goods including full legal and beneficial ownership shall not pass to the Buyer until ID&C has received in cash or cleared funds payment in full for the Goods delivered to the Buyer.
8.2 Payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this Contract and all other contracts between ID&C and the Buyer under which the Goods were delivered.
8.3 Until title passes the Buyer shall be entitled to use the Goods in the normal course of the Buyer’s business but shall:
8.3.1 hold the Goods as Bailee for ID&C;
8.3.2 store or xxxx them so that they can be identified as ID&C’s property; and
8.3.3 insure the Goods to their replacement value naming ID&C as the loss payee.
8.4 ID&C shall be entitled at any time before title passes to repossess all or part of the Goods and to terminate the Buyer’s right to use or otherwise deal with the Goods and for the purpose of determining what Goods are held by the Buyer and inspecting them to enter any premises in which the Goods or any part therefore are installed, stored, or kept, or are reasonably believed to be so. Until title passes the entire proceeds of sale of the Goods shall be held in trust for ID&C and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as ID&C’s money. ID&C shall be entitled to maintain an action for the price of the Goods notwithstanding that title in it has not passed to the Buyer.
8.5 Where the Buyer makes any prepayment, advance payment or part payment to ID&C in advance of delivery then such payment is non-‐refundable.
8.6 Title to all artwork, printing plates, die cutters, tooling and other origination work and materials that ID&C uses to complete the Buyer’s Purchase Order, excluding Customer Material, remain ID&C’s property after dispatch pending payment in full.
9 Confidential Information and Intellectual Property Rights
9.1 The Parties will keep any Confidential Information disclosed by the other confidential and will not disclose, use or take advantage of it without the other's written consent. This does not apply to information known to the receiver before it was disclosed in connection with a contract, or which becomes public knowledge without the fault of the receiver.
9.2 Intellectual Property Rights in any documents, correspondence, software or goods originating from ID&C (including the Goods) are and remain ID&C’s property.
10 The Buyer’s Obligations
10.1 The Buyer shall ensure that the terms of the Purchase Order and all information it provides are complete and accurate in all respects.
10.2 The Buyer warrants that:
10.2.1 the Buyer is solely responsible for satisfying the itself as to the suitability of the Goods for any particular purpose and the Buyer relies solely on the Buyer’s own skill and judgment and not ID&C’s skill and judgment in determining such suitability;
10.2.2 the individual who is placing the Purchase Order on behalf of the Buyer is duly authorised to do so;
10.2.3 all Customer Material instruction or advice submitted by the Buyer or by any third party on behalf of the Buyer in relation to the Goods at any time is accurate and suitable for use;
10.2.4 the Buyer shall at the Buyer’s own expense:
10.2.4.1 give ID&C any necessary Customer Material within a sufficient time to
enable ID&C to perform the Contract in accordance with these Conditions and the Order Confirmation; and
10.2.4.2 retain duplicate copies of all Customer Material and insure against its accidental loss or damage;
10.2.5 the Customer Material will not be defamatory or illegal;
10.2.6 the Customer Material will not infringe the Intellectual Property Rights of any third party and that the Buyer has obtained all necessary consents to enable the Customer Material to be used as contemplated in the Purchase Order placed; and
10.2.7 the Buyer, the Buyer’s employees and any third party the Buyer does business with, have not and will not offer, promise, give or accept any bribes, gifts, hospitality or expenses to any party (including foreign officials, private businesses and public bodies) that could influence the outcome of any business transaction with ID&C as we have a zero tolerance policy to bribery in accordance with UK legislation.
10.3 The Buyer shall indemnify ID&C against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by ID&C as a result of:
10.3.1 any breach by the Buyer of the warranties set out in these Conditions;
10.3.2 the inaccuracy of the Customer Material, instructions or advice;
10.3.3 failure to supply the Customer Material within a sufficient time to enable ID&C to produce the Goods in accordance with the Contract; or
10.3.4 any claim by a third party against ID&C for an infringement of any Intellectual Property Rights of any other person or organisation which results from the ID&C’s use of the Buyer’s specification or the Customer Material.
11 ID&C’s Warranties
11.1 In relation to the production of the Goods by ID&C, the Buyer hereby agree and acknowledges that:
11.1.1 all drawings, weights, dimensions, descriptions and illustrations contained in any sales literature, artwork approval or quotation are approximate only;
11.1.2 the finished Goods are a mechanical representation of the original or intended design and may not be an exact match of the relevant Customer Material;
11.1.3 ID&C does not guarantee to match any artwork or design (which for the avoidance of doubt forms part of the Customer Material) whether supplied as an electronic file in any form or by reproducing goods supplied by the Buyer to ID&C from any source;
11.1.4 any colours and designs visualised on a computer screen may vary slightly according to the hardware and software used to design, modify or display the design, and accordingly, the Goods supplied by ID&C are mechanical representations of such visualisation;
11.1.5 the Buyer is satisfied with the quality of the proposed printing method used in the manufacture of the Goods e.g. by inspecting samples of goods ID&C have produced for other customers that ID&C will supply to the Buyer free of charge on request prior to placing the Buyer’s order.
11.2 Subject to clause 11.1 above ID&C warrants that on delivery, and for a period of 12 months thereafter, the Goods shall:
11.2.1 conform in all material respects with their description and any applicable specification set out in the Purchase Order; and
11.2.2 be free from material defects in design material and workmanship
PROVIDED THAT ID&C shall not be liable to the Buyer for any loss, damage, costs, expenses or other claims:-‐
(a) in respect of any defect in the Goods arising in any way from any instructions, advice, Customer Material (including but without limitation the quality, type and other details) or other information supplied by the Buyer or by any third party on behalf of the Buyer which is incomplete, inaccurate, illegible, out of date, out of sequence or in the wrong form, or arising from their non-‐arrival or any other fault of the Buyer;
(b) in respect of any defect arising from wilful damage, negligence, failure to follow ID&C’s instructions (whether oral or in writing), misuse of the Goods (including use at abnormally high or low temperatures, excessive exposure to daylight, application to surfaces that are not smooth, clean and dry) by the Buyer or any other consumer or user of the Goods, or alteration of the Goods without ID&C’s approval;
(c) if the total price for the Goods has not been paid by the due date for payment;
(d) for materials not manufactured by ID&C, in respect of which the Buyer shall only be entitled to the benefit of any warranty or guarantee as may be given by the manufacturer to ID&C.
11.3 Any advice, representation or recommendation given by ID&C to the Buyer or the Buyer’s employees or agents as to the specification, application or use of the Goods which is not confirmed in writing for and on behalf of ID&C by a duly authorised person, is followed or acted upon entirely at the Buyer’s own risk. ID&C shall not be liable for any such advice, representation or recommendation which is not so confirmed in writing by one of ID&C’s company directors.
11.4 ID&C can not attempt to colour match Goods with other printed material in the Buyer’s possession
to the Buyer’s satisfaction unless ID&C are notified in advance of artwork approval and manufacture of a colour match expectation, and a hard copy of the printed image to which ID&C are requested to match the Goods is supplied in advance of artwork approval and manufacture of a colour match expectation.
12.1 Nothing in these Conditions shall limit or exclude ID&C’s liability for:
12.1.1 fraudulent misrepresentation;
12.1.2 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
12.1.3 defective products under the Consumer Protection Xxx 0000.
12.2 Subject to clause 12.1:
12.2.1 ID&C shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 ID&C’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the value of the Goods sold under the Contract.
12.3 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to ID&C within 3 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within two weeks from the date of delivery. If the Buyer does not notify ID&C accordingly, the Buyer shall not be entitled to reject the Goods and ID&C shall have no liability for such, defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered and performed in accordance with the Contract.
12.4 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or
condition of the Goods or their failure to meet specification is notified to ID&C in accordance with the time limits specified in these Conditions, ID&C may at its sole discretion:
12.4.1 replace and/or modify the Goods free of charge; or
12.4.2 refund the Buyer the price of the Goods (or a proportionate part of the price); or
12.4.3 allow the Buyer a rebate on the amount invoiced equal to the price of the Goods (or a proportionate part of the price),
in which case ID&C shall have no further liability to the Buyer.
12.5 The Buyer acknowledges that there may be minor inaccuracies in serialisation, barcoding or numbering for certain Goods, including wristbands. ID&C shall not be liable for any such inaccuracies which account for not more than 1% of the Purchase Order. ID&C’s liability for inaccuracies over and above 1% of the Purchase Order shall be limited to that percentage of the value of the Purchase Order.
12.6 All Goods supplied by ID&C are stand-‐alone products and at all times the value of each individual unit is equal to the unit value as specified on the Purchase Order. ID&C shall not be liable in any way for any value that the Buyer attributes to any Goods or products at the Buyer’s point of sale.
12.7 ID&C shall have no liability for claims based on any inaccuracy in the technical functionality or condition of the Goods where the Goods comply with the agreed specification provided by the Buyer at the time of delivery.
12.8 Where the Buyer is a consumer within the meaning of The Consumer Protection (Distance Selling) Regulations 2000, there shall be no right to cancel under Regulation 10 thereof where ID&C, acting on the Buyer’s request, commences work on the manufacture of the Goods e.g. by placing an Order with ID&C’s external printer.
12.9 Where the Buyer is a consumer within the meaning of The Consumer Transactions (restrictions on Statements) Order 1976, the statutory rights of the Buyer are not affected by these Conditions.
12.10 Subject to these Conditions and the Unfair Contract Terms Act 1977 (insofar as it may apply to the Contract) all other warranties, conditions or terms whether made expressly or implied by common law as statute relating to use, quality and/or fitness for purpose are excluded to the fullest extent legally permissible including any liability or remedy for innocent or negligent misrepresentation.
13 Termination and Consequences
13.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other not less than [six] months notice in writing.
13.2 Without limiting its other rights or remedies and notwithstanding clause 13.1 above, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing of the breach;
13.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Xxx 0000 or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the
sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.2.4 the other party (being an individual) is the subject of a bankruptcy petition or order; or
13.2.5 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2.2 to clause 13.2.4 (inclusive).
13.3 Without limiting its other rights or remedies, ID&C may suspend all further deliveries of Goods or terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
13.4 Upon termination for whatever reason, the Buyer shall pay ID&C for all Goods manufactured for the Buyer, whether or not delivered, on a quantum meruit basis.
14 Personal Guarantee of Goods supplied using a credit facility
14.1 Where the Buyer is a limited liability company or a limited liability partnership and has placed a Purchase Order with ID&C using a credit account facility, in consideration of ID&C agreeing to continue to supply Goods using a credit facility, the individual person who places the Purchase Order on behalf of the Buyer does so as guarantor if they are a Director, Company Secretary or Shareholder of the Buyer’s company and sign a Purchase Order or similar document with their name (which, for the avoidance of doubt, shall include placing a Purchase Order by email), and the individual irrevocably undertakes to guarantee the payment of all monies owing to ID&C (including in respect of all losses, claims, damages, costs and any other indebtedness which may arise) by the Buyer on first demand without setoff or deduction if ID&C reasonably believe that the Buyer cannot meet the Buyer’s obligations. If the Buyer goes into receivership, liquidation or administration the guarantor will on request immediately pay to ID&C in the first instance, or receiver, liquidator or administrator in the second instance, as the case may be, such sum as will enable him to pay all monies owed to ID&C by the Buyer.
14.2 It is the Buyer’s responsibility to ensure that any authorised signatories are aware of the terms of clause 14.1.
15 Company Staff
15.1 ID&C’s staff are ID&C’s most valuable asset. If the Buyer or a third party were to engage or try to engage them without ID&C’s agreement, ID&C would suffer serious loss. the Buyer agrees that the Buyer will not engage or try to engage ID&C’s staff or introduce them to a third party other than in good faith and without any view to their engagement by a third party.
15.2 The Buyer further agrees that if it were to engage or try to engage (or if a third party does so following an introduction by the Buyer) any member or former member of ID&C’s staff with whom the Buyer had material contact in the course of dealing with ID&C within the immediately preceding 12 months, the Buyer will pay ID&C by way of liquidated damages such sum as represents 100% of the annual salary (or other annualised amount last payable by ID&C) for the individual in question, which both the Buyer and ID&C hereby agree is a fair and reasonable pre-‐ estimate of the likely loss ID&C would suffer.
16.1 Force majeure:
16.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of ID&C including but not limited to strikes, lock-‐outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or
16.1.2 ID&C shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.1.3 If the Force Majeure Event prevents ID&C from providing any of the Goods for more than 4 weeks, ID&C shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
16.2 Assignment and subcontracting:
16.2.1 ID&C may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
16.2.2 The Buyer shall not, without the prior written consent of ID&C, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-‐class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
16.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-‐class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
16.3.3 This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-‐mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-‐ mail.
16.4 Waiver and cumulative remedies:
16.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
16.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-‐provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.6 No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties:
A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8.1 Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by ID&C.
16.8.2 Notwithstanding clause 16.8.1 above, ID&C reserve the right to update these Conditions as and when necessary, and at their absolute discretion. Any changes to these Conditions shall be notified to the Buyer in writing.
16.9 Governing law and jurisdiction:
This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-‐contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.