Catalogue - Flipbook - Page 167
36. We will be under no liability or further obliga琀椀on in rela琀椀on to the Goods if:
a. if you fail to provide no琀椀ce as set above; and/or
b. you make any further use of such Goods a昀琀er giving no琀椀ce under the clause above rela琀椀ng 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 altera琀椀on of the Goods, negligence, wilful damage or any other act by you, your employees or
agents or any third par琀椀es.
37. You bear the risk and cost of returning the Goods.
38. Acceptance of the Goods will be deemed to be upon inspec琀椀on of them by you and in any event within 1 day a昀琀er delivery.
Risk and Title
39. The risk in the Goods will pass to you on comple琀椀on of delivery.
40. Title to the Goods will not pass to you un琀椀l 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. Un琀椀l 琀椀tle to the Goods has passed to you, you must (a) hold the Goods on a 昀椀duciary basis as our bailee; and/or (b) store the goods
separately and not remove, deface or obscure any iden琀椀fying mark or packaging on or rela琀椀ng to the Goods; and/or (c) keep the
Goods in sa琀椀sfactory condi琀椀on 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 limi琀椀ng any other right
or remedy we may have, we can at any 琀椀me 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 wri琀琀en instruc琀椀ons about the storage, commissioning, installa琀椀on, use and
maintenance of the Goods; and/or
Termina琀椀on
43. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obliga琀椀ons under these Terms and Condi琀椀ons;
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 mee琀椀ng of your creditors, enter into voluntary or compulsory liquida琀椀on, have a receiver, manager, administrator
or administra琀椀ve receiver appointed in respect of your assets or undertakings or any part thereof, any documents are 昀椀led with
the court for the appointment of an administrator, no琀椀ce of inten琀椀on to appoint an administrator is given by you or any of your
directors or by a qualifying 昀氀oa琀椀ng charge holder (as de昀椀ned in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolu琀椀on
is passed or pe琀椀琀椀on presented to any court for the winding up of your a昀昀airs or for the gran琀椀ng of an administra琀椀on order, or any
proceedings are commenced rela琀椀ng to your insolvency or possible insolvency.
Limita琀椀on of Liability
44. Our liability under the Contract and in breach of statutory duty and in tort, misrepresenta琀椀on or otherwise will be limited to this
clause.
45. Subject to the clauses above on Inspec琀椀on and Acceptance and Risk and Title, all warran琀椀es, condi琀椀ons or other terms implied
by statute or common law (save for those implied by Sec琀椀on 12 of the Sale of Goods Act 1979) are excluded to the fullest extent
permi琀琀ed 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 descrip琀椀on 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 connec琀椀on with the Goods, for:
a. any indirect, special or consequen琀椀al loss, damage, costs, or expenses; and/or
b. any loss of pro昀椀ts; loss of an琀椀cipated pro昀椀ts; loss of business; loss of data; loss of reputa琀椀on or goodwill; business interrup琀椀on; or,
other third party claims; and/or
c. any failure to perform any of our obliga琀椀ons 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 rela琀椀on to your obliga琀椀ons; and/or
e. any loss rela琀椀ng 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 ma琀琀er for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent
misrepresenta琀椀on.
Communica琀椀ons
50. All no琀椀ces under these Terms and Condi琀椀ons must be in wri琀椀ng and signed by, or on behalf of, the party giving no琀椀ce (or a duly
authorised o昀케cer of that party).
51. No琀椀ces 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 transmi琀琀ed by fax or email and a successful transmission report or return receipt is generated;
c. on the 昀椀昀琀h business day following mailing, if mailed by na琀椀onal ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
52. All no琀椀ces under these Terms and Condi琀椀ons must be addressed to the most recent address, email address or fax number no琀椀昀椀ed 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 obliga琀椀ons 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 ac琀椀on, civil unrest, 昀椀re, 昀氀ood, storms, earthquakes, acts of terrorism, acts of war, governmental ac琀椀on or
any other event that is beyond the control of the party in ques琀椀on.
No Waiver
54. No waiver by us of any breach of these Terms and Condi琀椀ons 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 Condi琀椀ons is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall
be deemed severed from the remainder of these Terms and Condi琀椀ons (which will remain valid and enforceable).
Law and Jurisdic琀椀on
56. These Terms and Condi琀椀ons are governed by and interpreted according to English law. All disputes arising under these Terms and
Condi琀椀ons are subject to the exclusive jurisdic琀椀on of the English courts.
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