Catalogue - Flipbook - Page 163
36. We will be under no liability or further obligation in relation to the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or
agents or any third parties.
37. You bear the risk and cost of returning the Goods.
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.
Risk and Title
39. The risk in the Goods will pass to you on completion of delivery.
40. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b)
any other goods or services that we have supplied to you in respect of which payment has become due.
41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods
separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the
Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
42. As long as the Goods have not been resold, or irreversibly incorporated into another product and without limiting any other right
or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your
premises or of any third party where the Goods are stored in order to recover them.
TERMS & CONDITIONS
c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and
maintenance of the Goods; and/or
Termination
43. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any
other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with
your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator
or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with
the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your
directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution
is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any
proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of Liability
44. Our liability under the Contract and in breach of statutory duty and in tort, misrepresentation or otherwise will be limited to this
clause.
45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied
by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent
permitted by law.
46. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in
obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
47. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or,
other third party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
49. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by
our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent
misrepresentation.
Communications
50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly
authorised officer of that party).
51. Notices will be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the
recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to
the other party.
Circumstances Beyond the Control of Either Party
53. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any
cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service
provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or
any other event that is beyond the control of the party in question.
No Waiver
54. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the
same or any other provision.
Severance
55. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall
be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
56. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and
Conditions are subject to the exclusive jurisdiction of the English courts.
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