Back

Terms & Conditions

THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF
CONDITIONS 2.5 - 2.9, 5.1, 9.3 - 9.5 AND 10.


1. INTERPRETATION

1.1. In these conditions of sale (hereafter referred to as “the Conditions”),save where the context requires otherwise,
the following expressions shall have the following meanings:
1.1.1. “Business Day” means any day which is not a Saturday, Sunday or publicholiday in England or Wales;
1.1.2. “Buyer” means the person with whom the Company is contracting;
1.1.3. “Company” means Zone Two (UK) Limited;
1.1.4. “Contract” means any contract between the Company and the Buyer for thesale and purchase of the Goods
incorporating these Conditions;
1.1.5. “Goods” means any goods or Special Goods agreed to be supplied to theBuyer by the Company (including any
part or parts of them);
1.1.6. “Special Goods” means any goods specially sourced or specially made tothe Buyer’s specifications and agreed to
be supplied to the Buyer by the Company (including any part or parts of them);
1.1.7. “United Kingdom” means the United Kingdom of Great Britain and NorthernIreland; and
1.1.8. “Value Added Tax” means any tax introduced pursuant to any directive ofThe Council of the European
Community relating to turnover taxes including value added tax as provided forin the Value Added Tax Act 1994 and
legislation (whether delegated or otherwise) supplemental thereto and anysimilar tax replacing or introduced in
addition to the same.
1.2. Condition headings shall not affect the construction or interpretation ofthese Conditions.
1.3. Words importing one gender shall be treated as importing any gender, wordsimporting individuals shall be
treated as importing corporations and vice versa, words importing the singularshall be treated as importing the plural
and vice versa, and words importing whole shall be treated as including areference to any part thereof.


2. FORMATION OF CONTRACT

2.1. Any order which is accepted by the Company in respect of the supply ofGoods will be accepted only upon these
Conditions. These Conditions shall prevail over any contrary, different oradditional terms or conditions (if any) submitted,
proposed or stipulated by the Buyer whether in writing or orally and inwhatever form and at whatever time and
no addition, alteration or substitution of these Conditions will bind theCompany or form part of any Contract unless
they are expressly accepted in writing by a person authorised to sign on behalfof the Company.
2.2. Any order for the supply of Goods which is submitted to the Company by oron behalf of the Buyer shall be accepted
entirely at the discretion of the Company. The Company shall not be deemed tohave accepted any order unless
it has issued to the Buyer the Company’s standard order confirmation form (“theOrder Confirmation”).
2.3. The acceptance by the Buyer of delivery of the Goods or (if earlier) thegiving by the Buyer to the Company of any
delivery instruction shall constitute unqualified acceptance by the Buyer ofthese Conditions.
2.4. A Contract shall be formed between the Company and the Buyer at such timeas the Company shall issue the Order
Confirmation or Order Acknowledgement.
2.5. The Buyer shall not have the right to cancel any Contract, or any partthereof, or to otherwise fail to take delivery
of the Goods in accordance with the terms of the Contract. If the Buyer failsto make payment in accordance with the
terms of the Contract, the Company shall have the rights listed in Condition7.3.
2.6. The Buyer shall indemnify the Company and keep the Company indemnifiedimmediately on demand against all
loss (including consequential loss and loss of profits), expense, damage,claim, fine, demand, proceeding, charge, or
cost directly or indirectly suffered or incurred by the Company as a result of:
2.6.1. any breach of Condition 2.5 by the Buyer; or
2.6.2. a cancellation of any order or Contract (or part thereof) by the Companyin accordance with its rights under
Condition 2.9.
This Condition 2.6 is without prejudice to any other right or remedy of theCompany, whether under any Contract or not.
2.7. If requested by the Company, the Buyer shall (at its own cost) provide theCompany with all reasonable assistance
to enable the Company to apply for credit insurance in respect of any Contract.
2.8. If:
2.8.1. it is not possible for the Company to obtain credit insurance in respectof any order placed by the Buyer; or
2.8.2. credit insurance in respect of the Buyer or in respect of any Contractis withdrawn,
the Company shall notify the Buyer and shall be entitled to:
2.8.3. suspend further deliveries of the Goods that are the subject of suchorder or Contract to the Buyer without
liability to the Buyer; and
2.8.4. issue a pro-forma invoice in respect of any such order or Contract.
2.9. Unless the Buyer has (within 10 Business Days of receipt of such notice)paid in full the pro-forma invoice in
respect of the unfulfilled order or Contract to which the pro-forma invoicerelates the Company shall be entitled to
cancel by notice with immediate effect that unfulfilled order or Contract atany time without liability to the Buyer.


3. PRICE AND SPECIFICATION

3.1. The price of the Goods shall (unless otherwise stated by the Company inwriting) be the list price of the Company
current at the date on which the order is accepted by the Company (“thePrice”). The Price shall be:
3.1.1. inclusive of the costs of packaging;
3.1.2. exclusive of the costs of delivery; and
3.1.3. exclusive of any sales taxes.
3.2. If any sales taxes are chargeable in respect of the supply of the Goods,the Buyer shall pay such taxes to the
Company in addition to the Price.
3.3. The Company reserves the right by notice given at any time before deliveryto vary the Price if, after the date of
acceptance of the order, there is an increase in the cost of the Goods to theCompany by reason of any circumstance
outside the control of the Company including (without limitation) increases inthe cost of materials, labour or transport,
exchange rate fluctuations, increases in import levies or other taxes, war, hostilitiesor warlike operations. If the Price
is increased pursuant to this Condition 3.3, the Buyer may cancel anyundelivered instalments of the Goods relating to
such Contract by notice to the Company, such notice to be given within 15Business Days of receipt of the Company’s
notice of an increase of the Price.
3.4. The quantity and description of the Goods shall be as set out in the OrderConfirmation.
3.5. Subject to Condition 3.4, all descriptions, representations,specifications, samples, colours, illustrations and other
particulars furnished or made orally by the Company or in catalogues, tradeliterature or other documents issued by
the Company are given for the sole purpose of giving an approximate idea of theGoods described in them. They shall
not form part of the Contract and no Contract shall be a sale by sample. TheBuyer acknowledges that it does not and
shall not enter into any Contract in reliance upon any such description,representation, specification, sample, colour,
illustration or other particular and that the Company shall be entitled toamend the look, design and specification of
the Goods at any time without liability to the Buyer.
3.6. The Buyer shall not resell the Goods in packaging which has been alteredor changed in any way from the packaging
in which the Goods were delivered without the prior written consent of theCompany.


4. VALUE ADDED TAX

4.1. Subject to Condition 4.3, an amount equal to any Value Added Taxchargeable on any supply for Value Added Tax
made pursuant to these Conditions by the Company, including, withoutlimitation, any such supply deemed to be
made by the Company, shall be paid by the Buyer to the Company on demand.
4.2. All payments to be made by the Buyer to the Company under these Conditionsare calculated without regard to
Value Added Tax. If any such payment constitutes the whole or any part of theconsideration for a taxable supply or
deemed taxable supply (whether or not such supply is a taxable supply or deemedtaxable supply pursuant to the
exercise of any option) by the Company, the amount of that payment shall beincreased by an amount equal to the
Value added Tax chargeable on the supply in question.
4.3. Condition 4.1 shall not apply to any supply in respect of which a fullincreased payment has been made under
Condition 4.2 at or before the time of supply.


5. DELIVERY

5.1. Any time or date for delivery given by the Company (“the Due Date”) shallbe an estimate only and time for
delivery shall not be made of the essence by notice. Subject to the otherprovisions of these Conditions, the Company
shall not be liable for any direct, indirect or consequential loss (all threeof which terms include, without limitation,
pure economic loss, loss of profits, loss of business, depletion of goodwilland similar loss), costs, damages, charges or
expenses caused or incurred directly or indirectly as a result of any delay inthe delivery of the Goods (even if caused by
the Company’s negligence) nor shall any delay in delivery entitle the Buyer toterminate or rescind the Contract unless
such delay exceeds 2 calendar months after the Due Date.
5.2. The Company shall be deemed to have delivered the Goods when the Goods aredelivered to the place or carrier
(as the case may be) specified by the Buyer.
5.3. All risk in the Goods shall pass to the Buyer upon delivery.
5.4. The Company may effect delivery of the Goods in instalments and mayinvoice Buyer for each such instalment.
5.5. If for any reason the Buyer fails to accept delivery of the Goods or theCompany is unable to deliver the Goods on
time because the Buyer has not provided appropriate instructions, documents,licences or authorisations, then:
5.5.1. the Goods shall be deemed to have been delivered on the date fordelivery notified by the Company to the
Buyer;
5.5.2. risk in the Goods shall pass to the Buyer (including for loss or damagecaused by the Company’s negligence);
and
5.5.3. the Company may (without prejudice to any other right or remedyavailable to it) do any or all of the following:
5.5.3.1. arrange for storage of the Goods on behalf of the Buyer and charge, inaddition to the Price, any and all costs
incurred by the Company in respect of such delay, including (withoutlimitation) the cost of storage, insurance and
redelivery of the Goods;
5.5.3.2. sell the Goods for the Company’s account; and
5.5.3.3. cancel the Contract as regards any Goods that remain to be deliveredthereunder.
5.6. The Buyer shall ensure (at its own cost) that there is adequate andappropriate equipment and manual labour
available at the point and time of delivery for unloading and loading of theGoods.
5.7. Each delivery instalment shall be considered as a separate contract andthe Company’s failure to deliver any one
instalment shall not entitle the Buyer to repudiate or cancel any otherContract or delivery instalment.
5.8. The quantity of any consignment of Goods as recorded by the Company ondespatch from the Company’s place of
business shall be conclusive evidence of the quantity received by the Buyer ondelivery unless the Buyer can provide
conclusive evidence to the contrary.
5.9. In the event of a shortfall in delivered quantity, the Buyer shall notifythe Company of the quantity missing from
the delivery within 5 Business Days of delivery and (subject to such shortfallbeing verified to the satisfaction of the
Company) the Company shall either replace such missing Goods as soon as isreasonably practicable or issue a credit
note at the pro rate Contract rate against any invoice raised for such Goods.In the event of a surplus in delivered
quantity, the Buyer shall promptly notify the Company of the surplus quantityand shall make the surplus Goods
available for collection by the Company. This Condition 5.9 contains theBuyer’s sole remedy in respect of any surplus
or shortfall deliveries.


6. ADVERTISING

6.1. The Company may from time to time provide to the Buyer advertisingmaterial for the promotion of the Goods. If
so requested by the Company, the Buyer will use such advertising material inaccordance with the instructions provided
by the Company from time to time.
6.2. All advertising material referred to in Condition 6.1 shall remain theproperty of the Company.
6.3. The Buyer shall not alter or amend any advertising material referred to inCondition 6.1 without the prior consent
of the Company.
6.4. The Buyer shall keep all advertising material referred to in Condition 6.1in a condition satisfactory to the Company.
6.5. At the Company’s request, the Buyer shall immediately return to theCompany at the Company’s cost any advertising
material referred to in Condition 6.1 and shall make no further use of any suchadvertising material.


7. PAYMENT

7.1. Time for payment shall be of the essence. Unless otherwise agreed inwriting by the Company and subject to
Condition 7.2, payment of any sum due under these Conditions or any Contractshall be made in full by direct bank
transfer (free of all bank charges) or by cheque, within 30 days from the dateof the invoice.
7.2. Payment for the Goods delivered shall become due immediately if:
7.2.1. the Buyer convenes a meeting of creditors (whether formal or informal),or enters into a company voluntary
arrangement or any other arrangement or compromise for the benefit of anycreditors, or the Buyer enters into
liquidation, whether voluntary or compulsory, or has a receiver and/or manager,administrator or administrative
receiver appointed over its undertaking or any part thereof, or documents arefiled with the court for the appointment
of an administrator of the Buyer, or notice of intention to appoint anadministrator is given by the Buyer or its directors
or by a qualifying floating charge holder (as defined in paragraph 14 ofSchedule B1 to the Insolvency Act 1986), or
a resolution is passed or a petition presented to any court for the winding-upof the Buyer or for the granting of an
administration order in respect of the Buyer, or any proceedings are commencedin relation to the insolvency or possible
insolvency of the Buyer; or
7.2.2. the Buyer is unable to pay its debts within the meaning of section 123of the Insolvency Act 1986 or the Buyer
ceases to trade;
7.2.3. the Buyer is deemed unable to pay or has no reasonable prospect of beingable to pay his debts within the
meaning of Section 268 of the Insolvency Act 1986, or a petition for abankruptcy order is made against him or a
bankruptcy order is made against him; or
7.2.4. the Buyer is affected by any event analogous to those listed inConditions 7.2.1 to 7.2.3 (inclusive) in any other
jurisdiction,
(together, “Events of Insolvency”).
7.3. If the Buyer fails to pay any sum due on or before the due date, where theCompany has executed its part of a
Contract as it should have, the Company may (without prejudice to any otherright or remedy available to it) carry out
any or all of the following actions:
7.3.1. suspend all further deliveries until payment in full thereof has beenmade;
7.3.2. cancel any Contracts made with the Buyer in respect of which any Goodsremain to be delivered; and
7.3.3. charge the Buyer interest on such sum from the due date for payment atthe annual rate of 4 per cent. above the
base lending rate from time to time of HSBC Bank plc, accruing on a daily basisuntil payment is made, whether before
or after any judgment.
7.4. The Buyer shall not be entitled to withhold payment in whole or in part onthe ground that it has any claim,
counterclaim or set-off against the Company unless the Buyer has a valid courtorder requiring an amount equal to
such deduction to be paid by the Company to the Buyer.


8. TITLE

8.1. Notwithstanding delivery, both the (a) legal and (b) equitable title tothe Goods shall not pass to the Buyer until
the Company has received in full (in cash or cleared funds) all sums due to itin respect of:
8.1.1. those particular Goods; and
8.1.2. all other sums which are or which become due to the Company from theBuyer on any account.
8.2. Until both the legal and equitable title to the Goods have passed to theBuyer, the Buyer shall:
8.2.1. hold the Goods on a fiduciary basis as the Company’s bailee;
8.2.2. store the Goods (at no cost to the Company) separately from all othergoods of the Buyer or any third party in
such a way that they remain readily identifiable as the Company’s property;
8.2.3. not destroy, deface or obscure any identifying mark or packaging on orrelating to the Goods; and
8.2.4. maintain the Goods in a satisfactory condition and keep them insured onthe Company’s behalf for their full
price against all risks to the reasonable satisfaction of the Company. Onrequest, the Buyer shall produce the relevant
policy of insurance to the Company.
8.3. The Buyer may resell the Goods before ownership has passed to it solely onthe following conditions:
8.3.1. any sale shall be effected in the ordinary course of the Buyer’sbusiness; and
8.3.2. any such sale shall be a sale of the Company’s property on the Buyer’sown behalf and the Buyer shall deal as
principal when making such a sale.
8.4. The Buyer’s right to possession and to resale of the Goods shall terminateimmediately if the Buyer:
8.4.1. is affected by any Event of Insolvency (as defined in Condition 7.2); or
8.4.2. suffers or allows any execution, whether legal or equitable, to belevied on its property or to be obtained
against it; or
8.4.3. encumbers or in any way charges any of the Goods; or
8.4.4. fails to observe or perform any of its obligations under any Contract orany other contract between the Company
and the Buyer.
8.5. The Buyer hereby grants the Company, its agents and employees anirrevocable licence to enter any premises
where the Goods are or may be stored in order to inspect them or, where theBuyer’s right to possession of the Goods
has terminated, to recover any Goods which are the Company’s property or towhich the Company has either or both
of the legal and equitable title.
8.6. The Company shall be entitled to maintain an action for the Price (and anyother sums payable in accordance
with these conditions), notwithstanding that either or both of the legal andequitable title in such Goods has not
passed to Buyer.
8.7. Where the Company is unable to determine whether any Goods are the goodsin respect of which the Buyer’s right
to possession has terminated, the Buyer shall be deemed to have sold all goodsof the kind sold by the Company to the
Buyer in the order in which they were invoiced to the Buyer.
8.8. Upon termination of a Contract, the Company’s (but not the Buyer’s) rightscontained in this Condition 8 shall
remain in effect.


9. QUALITY

9.1. The Company warrants that the Goods supplied by the Company shall be:
9.1.1. of satisfactory quality;
9.1.2. reasonably fit for their purpose; and
9.1.3. reasonably fit for any particular purpose for which the Goods are beingbought if the Buyer had made known
that purpose to the Company in writing and the Company has confirmed in writingthat it is reasonable for the Buyer to
rely on the skill and judgement of the Company.
9.2. The Buyer shall be responsible for arranging for the testing andinspection of the Goods, if required, upon delivery.
9.3. The Company shall not be liable for loss of or damage to the Goods duringtransit to the delivery location unless,
within 5 Business Days of delivery, the Buyer gives notice to the Company thatit has not received the Goods or that the
Goods are damaged and specifying in reasonable detail the nature and extent ofsuch damage.
9.4. The Company shall not be liable for a breach of any of the warranties incondition 10.1 unless:
9.4.1. the Buyer gives notice of the defect to the Company;
9.4.2. the Company is given a reasonable opportunity after receiving the noticeof examining such Goods and the
Buyer (if asked to do so by the Company) returns such Goods to the Company’splace of business at the Company’s cost
for the examination to take place there;
9.4.3. the defect is found (to the Company’s satisfaction) to be due solely tothe Company’s faulty design, or due to
defective material or workmanship; and
9.4.4. the Goods have not been subjected to neglect, carelessness or abnormalconditions, misused, or involved in any
accident or attempt at repair, replacement or modification, or dealt withcontrary to directions issued by the Company.
9.4.5. The Company’s liability under Condition 9.1 (whether based on negligenceor any other cause of action) shall be
limited to either (at the Company’s option):
9.4.5.1. replacing (or, at the Company’s option, repairing) the lost, damagedor defective Goods; or
9.4.5.2. repaying a corresponding proportion of the Price paid by the Buyer inrespect of such Goods.
9.5. The Buyer agrees not to return any goods to the Company (for whateverreason) unless the Buyer has been granted
a returns authorisation from the Company.
9.5.1. Any return made without this authorisation will be deemed not to beaccepted by the Company.
9.5.2. The company shall have no liability for the returned goods whilst intransit or storage unless and until such
times as the Company confirms such goods to be defective.
9.5.3. The Company retains the right to inspect the goods following deliveryunder conditions 9.5. If the goods are
found not to be defective, the Company will notify the Buyer within 60 days.Following this notification, the Buyer
agrees to collect such goods from the Company at the Buyer’s cost.


10. LIMITATION OF LIABILITY

10.1. Subject to Conditions 5 and 9, the following provisions of this Condition10 set out the entire financial liability
of the Company (including any liability for the acts or omissions of itsemployees, agents and sub-contractors) to the
Buyer in respect of:
10.1.1. any breach of these Conditions or any Contract;
10.1.2. any use made or resale by the Buyer of any of the Goods, or of anyproduct incorporating any of the Goods; and
10.1.3. any representation, statement or tortious act or omission (includingnegligence) arising under or in connection
with any Contract.
10.2. All conditions, warranties or obligations (whether express or implied bystatute, common law or otherwise)
including, without limitation, any warranties in respect of third partyintellectual property rights are excluded to the
fullest extent permitted by law and the provisions of these Conditions shallapply in lieu thereof.
10.3. Nothing in these Conditions excludes or limits the liability of theCompany:
10.3.1. (if and to the extent that the Unfair Contract Terms Act 1977 appliesto any Contract), in respect of death or
personal injury resulting from the Company’s negligence, as that expression isdefined in section l of that Act;
10.3.2. arising under section 2(3) of the Consumer Protection Act 1987; or
10.3.3. for any matter which it would be illegal for the Company to exclude orattempt to exclude its liability; or
10.3.4. for fraud or fraudulent misrepresentation.
10.4. Subject to Conditions 10.2 and 10.3:
10.4.1. the Company’s total liability in contract, tort (including, withoutlimitation, negligent or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection withthe performance or contemplated
performance of any Contract shall be limited to 140 per cent. of the Price inrespect of such Contract; and
10.4.2. the Company shall not be liable to the Buyer for any loss of profit,loss of business, depletion of goodwill in
each case whether direct, indirect or consequential, or any claims forconsequential losses whatsoever (howsoever
caused) which arise out of or in connection with the Contract or itsperformance.


11. EXPORT TERMS

11.1. In this Condition 11, “Incoterms” means the international rules for theinterpretation of trade terms of the International
Chamber of Commerce 2000. Unless the context otherwise requires, any term orexpression which is defined in or
given a particular meaning by the provisions of the relevant Incoterm shallhave the same meaning in these Conditions,
but if there is any conflict between the provisions of the Incoterms and theseConditions, these Conditions shall prevail.
11.2. Where the Goods are supplied for export from the United Kingdom, theprovisions of this Condition 11 shall
(subject to any special terms agreed in writing between the Company and Buyer)apply notwithstanding any other
provision contained in these Conditions.
11.3. Unless otherwise agreed in writing between the parties, the Company shallsupply the Goods in accordance with
the Incoterm ‘ex works’ (“EXW”) and:
11.3.1. notwithstanding the definition of delivery in Condition 1.1, the Goodsshall be deemed to have been delivered
when they are placed at the disposal of the Buyer in accordance with theIncoterm EXW, the location of the works to be
determined by the Company from time to time; and
11.3.2. the Company may agree to arrange shipment on behalf of the Buyer, inwhich case:
11.3.2.1. the Company shall act as the agent of the Buyer in arrangingshipment;
11.3.2.2. such agreement shall not affect the point at which risk passes to theCompany or the time at which delivery
is effected; and
11.3.2.3. the Price shall not include the cost of such shipment;
11.3.2.4. the Company shall be under no obligation to give notice to the Buyerunder section 32(3) of the Sale of
Goods Act 1979.


12. ASSIGNMENT

12.1. The Buyer shall not be entitled to assign or transfer or purport toassign or transfer part or all of either or both of
the benefit or burden of any Contract to any person or business without theprior written consent of the Company.
12.2. The Company may assign or transfer the Contract or any part of it to anyperson or business.


13. INTELLECTUAL PROPERTY RIGHTS

13.1. Except as expressly provided in these Conditions, the Buyer shall have norights in respect of any of trademarks,
copyright, designs, databases, patents and inventions (whether or not any ofthose is registered and including applications
for registrations of these) and all rights of the same or similar effect ornature in any jurisdiction (“Intellectual
Property Rights”) owned or licensed to the Company relating to the Goods andthe Buyer acknowledges that, except
as expressly provided in these Conditions, the Buyer shall not acquire anyrights in respect thereof and that all such
Intellectual Property Rights are and shall remain vested in or controlled bythe Company.
13.2. No warranty is given to the Buyer in respect of any claims ofinfringement of the Intellectual Property Rights of a
third party arising from the use, promotion or sale of the Goods supplied bythe Company.
13.3. The Buyer shall immediately inform the Company of any infringement of theCompany’s Intellectual Property
Rights relating to the Goods or of any claim that the Goods or the Company’sIntellectual Property Rights infringe the
Intellectual Property Rights of a third party and shall:
13.3.1. provide the Company (at the Company’s cost) with all reasonableassistance in respect of taking or defending
any action in respect of such infringement; and
13.3.2. not make any statement to any third party which may prejudice theposition of the Company, its bringing or
defence of any claim and the conduct of any associated settlement negotiations.


14. NOTICES

14.1. Any notice to be given under these Conditions shall be in writing and maybe:
14.1.1. hand delivered, or sent by pre-paid ‘signed for’ post or by courieraddressed to the party to be served at the
address for such party last known to the party giving the notice; or
14.1.2. transmitted by facsimile to the facsimile number of the party to beserved last known to the party giving
notice; or
14.1.3. sent by email to the email address of the party to be served last knownto the party giving notice.
14.2. A notice shall be deemed served by:
14.2.1. ‘signed for’ post or by courier upon the obtaining of a signature froman individual at the address stated on
the envelope;
14.2.2. facsimile upon receipt of a acknowledgement of delivery provided thatthe facsimile is sent during normal
working hours on any Business Day, failing which the facsimile shall be deemedserved on the next Business Day;
14.2.3. email upon receipt of a ‘read receipt’ provided that the email is sentduring normal working hours on any
Business Day, failing which the email shall be deemed served on the nextBusiness Day.


15. FORCE MAJEURE

15.1. The Company reserves the right to defer the date of delivery or to cancelany Contract or reduce the volume of
Goods or any part of the Goods ordered by the Buyer (without liability to theBuyer) if it is prevented from or delayed
in the carrying on of its business due to any or all of acts of God,insurrection, riot, war, hostilities, warlike operations,
piracy, arrests, restraints or detainments of any competent authority, strikesor combinations or lock-out of workmen,
fire, floods, droughts, earthquakes, mechanical breakdown, shortage of orinability to obtain materials, equipment or
transportation or any other circumstances (whether of a nature similar to thosespecified, or not) beyond the control of
the Company regardless of whether or not the circumstances in question couldhave been foreseen at any time.
15.2. If the Company invokes its right in Condition 15.1 the Company shall givenotice to the Buyer, such notice to be
given not less than 10 Business Days before the date of the delivery of theGoods.
15.3. If any of the events set out in Condition 15.1 continue for a continuousperiod in excess of 3 calendar months
from the time when the party seeking to rely on this Condition becomes aware ofit, either party shall be entitled to
give notice to the other party to terminate the Contract with immediate effect.
15.4. If any deliveries under any Contract should be deferred under Condition15.1, the Buyer shall nevertheless accept
delivery and pay for such of the Goods as the Company shall be able to deliver.
15.5. If the Company has contracted to provide identical or similar goods tomore than one buyer and is prevented from
fully meeting its obligations by reason of any of the events referred to inCondition 15.1, the Company may determine
which contracts it will honour and to what extent at its own discretion withoutliability to the Buyer.


16. DISPUTE RESOLUTION

16.1. Both parties agree that if any controversy or claim arises in relation tothe Agreement, representatives of the
parties shall negotiate promptly and in good faith in an attempt to resolve thematter.
16.2. If the parties are unable to resolve any controversy or claim pursuant toCondition 16.1 the matter shall be
referred to mediation in accordance with the procedures laid down from time totime by the Centre for Dispute
Resolution (“CEDR”) within 60 Business Days of one of us giving notice to theother that, in its reasonable opinion, no
agreement will be reached.
16.3. If having followed the processes set out in Conditions 16.1 and 16.2, theparties have failed to resolve the
controversy or settle the claim, then the matter shall be determined by theHigh Court of Justice in England.


17. GENERAL

17.1. Each right or remedy of the Company under any Contract (including theremedy specified in Condition 2.6) is
without prejudice to any other right or remedy of the Company, whether underany Contract or not.
17.2. If any Condition or part of any Condition shall become or shall bedeclared by any court of competent jurisdiction
to be invalid or unenforceable in any way, such invalidity or unenforceabilityshall in no way impair or affect any other
Condition or part of any Condition, all of which shall remain in full force andeffect and shall not be affected thereby.
17.3. The Buyer shall keep confidential and shall not without the prior writtenconsent of the Company disclose to any
third-party any technical, know-how, data or other commercial information whichit has acquired form the Company as
a result of discussions, negotiations and other communications between themrelating to the Goods and any Contract.
17.4. Failure or delay by the Company in enforcing or partially enforcing anyprovision of any Contract shall not be
construed as a waiver of any of its rights under that or any other Contract. Anywaiver by the Company of any breach of,
or any default under, any provision of the Contract by the Buyer shall not bedeemed a waiver of any subsequent breach
or default and shall in no way affect the other terms of that Contract.
17.5. No term of any 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.
17.6. These Conditions and any Contract and any dispute or claim arising out ofor in connection with them or their
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 theexclusive jurisdiction of the English courts.
17.7. Nothing in these Conditions or in any Contract shall limit the Company’sright to take proceedings against the
Buyer in any other court of competent jurisdiction.

BACK TO TOP