Interpretation

Within these Terms and Conditions, the followings words and expressions have the following meanings:

“Buyer” means any person, firm or company who purchases Goods and/or Services from the Seller.

“Seller” means Centiel UK Ltd of Faraday House, Caker Stream Road, Alton, Hampshire GU34 2QF,

Company No. 5544950.

“Contract” means any contract between the Seller and the Buyer for the sale and purchase of Goods and/or Services under these Conditions.

“Goods” means any goods agreed in the contract to be supplied to the Buyer by the Seller (including any part thereof).

“Services” means any installation, repair or other services agreed in the Contract to be provided to the Buyer by the Seller.

Specific Exclusions

A person, company or entity who is not party to an agreement governed by these Conditions of Sale shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such an agreement but this exclusion does not affect any right or remedy of a third party which exists or is available apart from that Act.

Variations to Specifications or Descriptions

The Buyer shall ensure the terms of their order and any applicable specification or design supplied by the Buyer are complete and accurate.

The description of the Goods and/or Services and any specification for them shall be as set out in the Seller’s quotation proposal or product description.

The Seller shall have the right to make technical, design or specification changes to the Goods and/or Services at any time, providing that the changes made shall not adversely affect the performance of the Goods and/or Services.

Payment Terms

Unless otherwise agreed in writing by the Seller, the price for the Goods and/or Services shall exclude any value added tax or other taxes. All costs or charges in relation to packaging, carriage, insurance and installation shall (where applicable) be separately itemised on the Seller’s quotation and invoice and paid by the Buyer.

The Buyer shall pay all invoices within thirty days of the invoice date unless otherwise specifically agreed in writing by the Seller. Time for payment shall be of the essence.

No payment shall be deemed to have been received until the Seller has received cleared funds.

All payments payable to the Seller under the Contract shall become due immediately on its termination regardless of any other provision.

Should a discount for payment within a certain number of days have been agreed in writing by the Seller, such period of days shall commence from the invoice date. The discount shall become void if any other payments from the Buyer to the Seller become overdue.

The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, discount, counterclaim, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

If the Buyer fails to make any payment on the due date then (without limiting any other rights or remedy available to the Seller) the Seller may charge the Buyer interest (both before and after judgement) on the amount unpaid at the rate of 2.0% per month above the current Barclays base interest rate, as amended from time to time, until payment in full is made (any part of a month to be treated as a full month for the purposes of calculating interest) and the Seller shall also be entitled to recover from the Buyer any expenses (including legal fees) and costs of collection from the Buyer.

Should any sum due to the Seller remain unpaid after the due date for payment the Seller shall not be obliged to continue any further deliveries and/or performance under the Contract.

Delivery

Delivery of the Goods and/or performance of the Services shall take place at the address as specified in the Seller’s acknowledgement of order.

Any dates quoted or acknowledged by the Seller for delivery of the Goods and/or performance of the Services are intended to be an estimate only and are also subject to availability and time for delivery and/or performance shall not be made of the essence by notice. If no dates are so specified, delivery and/or performance shall be within a reasonable time.

The Buyer shall be responsible for supplying any information required in support of applications for necessary authorisation from export control authorities to enable delivery to be made to the Buyer. Delivery of the Goods is subject to such authorisations being available at the time of delivery.

The Seller 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, loss of reputation and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or performance of the Services (even if caused by the Seller’s negligence), nor shall any delay entitle the Buyer to refuse to accept Goods or Services or to refuse to pay in full for Goods or Services when they are delivered or performed or entitle the Buyer to terminate or rescind the Contract unless such delay exceeds ninety (90) days.

If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate access information, details of access or delivery restrictions, instructions, documents, licences or authorisations, the risk in the Goods shall pass to the Buyer and the Goods shall be deemed to have been delivered and the Seller may invoice for the Goods and may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage, insurance and redelivery).

The Goods shall be deemed to have been delivered to the Buyer complete and undamaged and to have been accepted by the Buyer unless the Buyer notifies the Seller in writing within ten working days after the delivery.

Where the Buyer (having consulted the Seller and obtained the Seller’s written consent) requests a postponement or delay to delivery beyond ninety (90) days from the date of the written acknowledgement of order, the Seller may at its sole discretion increase its price for the Goods in question in line with the general increases in its price list made from time to time.

Transit Delay & Non-delivery

Queries regarding any shortage of Goods must be made by the Buyer within ten (10) days of the Seller’s dispatch date and be accompanied by a copy of the Seller’s Packing Note.

Queries regarding Goods invoiced by the Seller but not received by the Buyer must be made within ten (10) days of the invoice date and be accompanied by a copy of the Seller’s invoice.

The Buyer is required to contact the Seller if any undue delay takes place between placing the order and receiving the Goods.

Quality

Where the Seller is not the manufacturer of the Goods, the Seller will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.

The Seller warrants that upon delivery and for a period of twenty four (24) months from the date of delivery, the Goods will:

1. Be of satisfactory quality within the meaning of the Sales of Goods Act 1994;
2. Be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had accurately made known that purpose to the Seller in writing.

The Seller shall not be liable for a breach of the warranties unless;

1. 1. the Buyer gives written notice of the defect to the Seller, and (if the defect is as a result of damage in transit) to the carrier, within ten (10) days of the time when the Buyer discovers or ought to have discovered the defect; and
2. 2. the Seller is given a reasonable opportunity after receiving the notice, of examining such Goods and the Buyer (if asked to do so by the Seller) returns the Goods to the Seller’s place of business at the Sellers costs for the examination to take place.

The Seller shall not be liable for a breach of the warranties if;

1. the Buyer makes any further use of such Goods after giving such notice; or
2. the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
3. the Buyer alters or repairs such Goods without the written consent of the Seller.

If any of the Goods do not conform with the warranties, the Seller shall at its sole option repair or replace such Goods (or the defective part thereof) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective, to the Seller.

If the Seller repairs or replaces such Goods (or the defective part) or refunds the price of such Goods at the pro rata Contract rate, it shall have no further liability for a breach of the warranties in respect of such Goods.

Limitation of Liability

Subject to the terms elsewhere in these Conditions, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of;

 any breach of these Conditions; and

 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

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 Contract.

Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.

THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE FOLLOWING:

The Seller’s total liability in Contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to the contract price; and the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation

whatsoever (however caused) which arise out of or in connection with the Contract.

Risk & Property

Risk of damage to or loss of the Goods shall pass to the Buyer:

1. In the case of Goods to be collected at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
2. In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery; or
3. If the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods and/or Services agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to re-sell, at full market value, or use the Goods in the ordinary course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

The cost of such repossession shall be added to the amount due from the Buyer to the Seller.

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

Insolvency of the Buyer

This clause applies if;

1. The Buyer makes any voluntary arrangement with his creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Seller) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
2. An encumbrance takes possession of, or a receiver is appointed over any of the property or assets of the Buyer; or
3. The Buyer ceases, or threatens to cease to carry on business; or
4. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries of Goods and/or Services under the Contract without liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Force Majeure

The Seller reserves the right to defer the date of delivery/performance or to cancel the Contract or reduce the volume of the Goods and/or Services 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 Seller 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 three months , the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract with regard to the Goods not yet delivered.

Confidentiality & Intellectual Property

The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, drawings, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Seller or its agents and any other confidential information concerning the Seller’s business or the Goods or Services which the Buyer may obtain, and the Buyer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Buyer’s obligations to the Seller, and shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as bind the Buyer.

The Buyer hereby acknowledges that all intellectual property in such confidential information remains vested in and shall continue to be vested in the Seller and that the Buyer obtains no licence to use the same save in so far as it is necessary for the proper use of the Goods or Services ordered.

Country of Origin

Unless otherwise confirmed, nothing in this document is to be taken as a representation of the source of origin, of manufacture, or production of the Goods, or any part thereof.

Governing Law

The Conditions of Sale shall be governed by English Law.

No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. In the event of a conflict between any of these Conditions and any specific term or condition (whether in the Contract or otherwise) referred to in the Purchase Order, the latter shall prevail.

1. DEFINITIONS

1.1 In these Conditions:

“Contract” means the contract between the Purchaser and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order;

“Goods” means any goods or services supplied to the Purchaser by the Supplier pursuant to or in connection with the Purchase Order;

“Delivery means the date on which the Goods

Date” are to be delivered to the Purchaser, as specified in the Purchase Order

“Price” means the price of the Goods as specified in the Purchase Order;

“Purchaser” means Centiel UK Ltd.

“Purchase means the document setting out the

Order” Purchaser’s requirements for the Contract;

“Supplier” means the person, firm or company who is the supplier of the Goods named in the Purchase Order.

1.2 The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.

2. VARIATION

2.1 These Conditions may only be varied with the written agreement of the Purchaser.

2.2 The Purchaser reserves the right by reasonable notice to the Supplier to vary the Goods detailed in the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and evidenced in writing.

2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.

3. GOODS

3.1 The Supplier warrants and represents to the Purchaser that the Goods shall:

3.1.1 conform in all respects with any particulars or specification specified in the Purchase Order including any variations;

3.1.2 conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force;

3.1.3 be of satisfactory quality and free from defects in materials and workmanship; and

3.1.4 be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Purchase Order.

4. PRICE

4.1 The Supplier shall not increase the Price unless it is validly accepted by the Purchaser and agreed in writing before the execution of the Purchase Order.

4.2 Unless expressly agreed otherwise between the parties in writing, the Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties or levies.

4.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. The Purchaser undertakes to pay correctly submitted invoices on net monthly account. Invoices shall not be rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order or of the consignment (as appropriate).

4.4 An invoice will be considered valid by the Purchaser if it is for the correct amount, it quotes the correct purchase order/contract number and the goods have been delivered to the correct address on the agreed delivery date.

4.5 The Purchaser specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to the Purchaser from the Supplier.

4.6 The Purchaser shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods supplied in excess of those required by the Purchase Order.

4.7 No payment of or on account of the Price shall constitute any admission by the Purchaser as to proper performance by the Supplier of its obligations under the Contract.

5. DELIVERY

5.1 The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by the Purchaser or its authorised representative. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the Purchaser and the Crown in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser or the Crown may suffer or incur as a result of or in connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors.

5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the reasonable requirements of the Purchaser’s Head of Security or other authorised representative.

5.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable the Purchaser (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies.

5.4 The Supplier’s failure to effect delivery on the Delivery Date specified shall entitle the Purchaser to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.

5.5 Failure by the Purchaser to exercise its options under Conditions 5.3 and/or 5.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.

5.6 If Goods are delivered before the Delivery Date, the Purchaser shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.

5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods, and in the case of the Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to the Purchaser as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.

6. OWNERSHIP AND RISK

Ownership and risk in the Goods shall without prejudice to any of the rights or remedies of the Purchaser (including the Purchaser’s rights and remedies under Condition 8 below) shall pass to the Purchaser on delivery.

7. DAMAGE IN TRANSIT

7.1 On despatch of any consignment of the Goods, the Supplier shall send to the Purchaser at the address for delivery of the Goods, an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume.

7.2 The Supplier shall, free of charge and as quickly as possible, either repair or replace (as the Purchaser shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:

7.2.1 in the case of damage to such Goods in transit the Purchaser shall within thirty (30) days of delivery give notice to the Supplier that the Goods have been damaged; and

7.2.2 in the case of non-delivery the Purchaser shall (provided that the Purchaser has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.

8. INSPECTION, REJECTION AND GUARANTEE

8.1 Nothing contained in these Conditions shall in any way detract from the Supplier’s obligations under common law or statute or any express warranty or condition contained in the Purchase Order.

8.2 The Supplier shall permit the Purchaser or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at the Purchaser’s premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of the Purchaser) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.

8.3 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to the Purchaser of the relevant Goods. If the Purchaser rejects any of the Goods pursuant to this Condition 8.3, the Supplier shall at the Purchaser’s sole option (without prejudice to its other rights and remedies) either:

8.3.1 repair the defective Goods as quickly as possible or (as the Purchaser shall elect in its sole discretion) replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or

8.3.2 refund to the Purchaser the Price in respect of the defective Goods.

8.4 The Supplier shall guarantee the Goods for a period of twelve (12) months from installation or eighteen (18) months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods that have arisen during the guarantee period under proper and normal use, the Supplier shall (without prejudice to any of the Purchaser’s other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect in its sole discretion) without cost to the Purchaser.

8.5 Any Goods rejected or returned by the Purchaser pursuant to this Condition 8 shall be returned to the Supplier at the Supplier’s risk and expense.

9. LABELLING AND PACKAGING

9.1 The Goods shall be packed and marked in a proper manner and in accordance with the Purchaser’s instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number, the net, gross and the weights, details of the contents shall be clearly marked on each container and all containers of hazardous goods (and all relating documents) shall bear prominent and adequate warnings. The Supplier shall indemnify and keep indemnified the Purchaser and/or the Crown (as appropriate) against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser or the Crown (as appropriate) may suffer or incur as a result of or in connection with any breach of this Condition 9.1.

9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier’s advice note states that such materials will be charged for unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Supplier’s premises of empty packages returned by the Purchaser.

10. INTELLECTUAL PROPERTY

10.1 Except to the extent that the Goods are supplied in accordance with designs provided by the Purchaser, it shall be a condition of the Purchase Order that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser or the Crown (as appropriate) may suffer or incur as a result of or in connection with any breach of this Condition 10.1.

10.2 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual property right in any of the foregoing (“Intellectual Property”):

10.1.1 furnished to or made available to the Supplier by the Purchaser pursuant to the Purchase

Order are hereby assigned to and shall remain vested solely in the Purchaser; and

10.1.2 the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of the Purchaser, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser’s prior written agreement.

11. HEALTH AND SAFETY

11.1 The Supplier represents and warrants to the Purchaser that the Supplier has satisfied itself that:

11.1.1 all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed, manufactured, supplied and installed so as to be safe and without risk to the health or safety of persons using the same; and

11.1.2 that it has made available to the Purchaser adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health.

11.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition 11.

12. INDEMNITY AND INSURANCE

12.1 Without prejudice to any rights or remedies of the Purchaser (including the Purchaser’s rights and remedies under Condition 8 above) the Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Purchaser may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.

12.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature and covering all the matters which are the subject of indemnities under these Conditions.

12.3 The Supplier shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.

12.4 The Supplier shall be liable under the provisions of the Contract (including Condition 12.1) whether or not it complies with the insurance provisions in this Condition 12.

12.5 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.

13. CONFIDENTIALITY

13.1 The Supplier shall and shall procure that its staff shall keep secret and do not disclose any information of a confidential nature obtained by reason of the Contract except information which is in the public domain otherwise than as required to be by reason of a breach of this Condition 13 or disclosed by law.

13.2 The provisions of this Condition 13 shall apply during the continuance of the Contract and after its termination howsoever arising without limitation in time.

13.3 The parties acknowledge that, except for any information which is declared by the Client to fall within one or more of the exceptions in Clause 12.10, the content of this Contract is not Confidential Information. Notwithstanding any other term of this Contract, the Contractor hereby gives his consent for the Client to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public.

13.4 The Client may, at its sole discretion, redact information from the Contract prior to publishing for one or more of the following reasons:

(a) national security;

(b) personal data;

(c) information protected by intellectual property law;

(d) information which is not in the public interest to disclose

(e) third party confidential information;

(f) IT security; or

(g) prevention of fraud.

13.5 The Client may consult with the Contractor to inform its decision regarding any redactions but the Client shall have the final decision in its absolute discretion.

13.6 The Contractor shall assist and cooperate with the Client to enable the Client to publish this Contract.

14. TERMINATION

14.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by notice in writing.

14.2 The Purchaser may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time:-

14.2.1 the Supplier passes a resolution that it be wound-up or that an application be made for an administration order or the Supplier applies to enter into a voluntary arrangement with its creditors;

14.2.2 a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Supplier’s property, assets or any part thereof;

14.2.3 the court orders that the Supplier be wound-up or a receiver of all or any part of the Supplier’s assets be appointed;

14.2.4 the Supplier is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986;

14.2.5 the Supplier (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors.

14.4 Nothing in this Condition 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.

15. ASSIGNMENT AND SUB-CONTRACTING

15.1 The Supplier shall not without the prior written consent of the Purchaser assign or transfer the benefit or burden of the Contract.

15.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.

15.3 Where the Purchaser enters a sub-contract with a supplier or contractor for the purpose of performing the Contract, it shall cause a clause to be included in such sub-contract which requires payment to be made to the supplier or contractor within a specified period not exceeding thirty (30) days from receipt of a valid invoice as defined by the sub-contract requirement.

16. NOTICES

Any notices to be given under the Contract shall be delivered personally or sent by post or by facsimile transmission to the Services Manager (in the case of the Purchaser) or to the address set out in the Purchase Order (in the case of the Supplier). Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting or, if sent by facsimile transmission, 12 hours after proper transmission.

17. THIRD PARTY RIGHTS

The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.

18. SEVERABILITY

If any provision under this Contract is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.

19. WAIVER

No delay or omission by the Purchaser in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.

20. LAW AND JURISDICTION

The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that the Purchaser may seek injunctive relief outside such jurisdiction. 

Normal payment terms of 30 days from date of invoice.