1.  INTERPRETATION  

The following definitions and rules of interpretation apply in this agreement.

1.1       Definitions:  

Business Day:  a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Cancellation Fee: the fee which the Customer is liable for when cancelling the agreed Services, see. Clause 7.4 .

Commencement Date:  has the meaning given in Clause 2.2.

Conditions:  these terms and conditions as amended from time to time in accordance with Clause 15.8.

Contract:  the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer:  the individual, person, or firm (including, corporate bodies, associations, and sole traders) who purchases the Goods and/or Services from the Supplier.

Customer Default: has the meaning given in Clause 6.2.

Data Controller:has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act 1998.

Data Subject: an individual who is the subject of Personal Data.

Deliverables:  the deliverables set out in the Order produced by the Supplier for the Customer.

Deposit: a non-refundable fee (see Clasue 7.2(b).) payable by the Customer to engage the Supplier’s services and secure a booking.

Emergency Call Out: request for service which requires immediate action to prevent or reduce loss of property and damage.

Estimate: an approximate calculation of the value of cost for a particular job or service.

Force Majeure Event:  has the meaning given to it in Clause14.

GDPR: General Data Protection Regulation.

Goods:  the goods (or any part of them) set out in the Order.

Goods Specification:  any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s acceptance of the Supplier’s Quote. Acceptance of the Quote is subject to agreement of details specified and is agreement for the Supplier to book a Commencement Date.

Out of Hours: work carried outafter 6:00pm Monday to Friday, weekends, and Bank Holidays.

Personal Data:  has the meaning set out in GDPR Article 4.1 and section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under the Contract.

Processing and process:  have the meaning set out GDPR Article 4.2 and section 1(1) of the Data Protection Act 1998.

Quote: a proposed price for the Supplier's goods or services based on certain conditions for a particular job or service.

Services:  the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification:  the description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier:  HeatIt Plumbing Ltd registered in England and Wales with a company number 12317944.

Supplier Materials:  has the meaning given in Clause 6.1(o).

1.2       Interpretation:

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

• A reference to a party includes its personal representatives, successors and permitted assigns.

• A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• A reference to writing or written includes faxes and emails.

2.         BASIS OF CONTRACT  

2.1       The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2       The Order shall only be deemed to be accepted when the Customer issues acceptance of the Order by accepting the Estimate or Quote (by email, text or otherwise), at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3       Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4       These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5       Any Estimate/Quote given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.6       All of these Conditions shall apply to the supply of both Goods and Services, but except where application to one or the other is specified.

2.7       These Conditions apply to this and all future engagements between the Supplier and Customer.

3.         GOODS AND MATERIALS

3.1       The Goods/Materials are described as per the Goods Specification provided by the Supplier.

3.2       The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.3       The risk in the Goods/Materials supplied by the Supplier shall pass to the Customer on completion of delivery at site.

3.4       Title to the Goods/Materials supplied by the Supplier shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods/Materials and Services.

3.5       Until title to the Goods/Materials has passed to the Customer, the Customer shall (where applicable):

(a)  store the Goods &/or Materials separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b)  not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods/Materials;

(c)  maintain the Goods/Materials in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

(d)  notify the Supplier immediately if it becomes subject to any of the events listed in Clause 12.2(c), to Clause 12.2(f); and

(e)  give the Supplier such information relating to the Goods &/or Materials as the Supplier may require from time to time.

4.         QUALITY OF GOODS AND MATERIALS

4.1       The Supplier confirms the following warranties apply to the Goods/Materials used in providing their services shall:

• the 12 month Manufacturer’s warranty (and its limitations) will apply to the Goods/Materials at all times provided by the Supplier, details of which will be supplied upon request;

• all Goods suppliedto be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

4.2       The Supplier shall not be liable for the Goods/Materials’ failure to comply with the warranty in Clause 4.1 if:

• the Customer makes any further use of such Goods/Materials after giving a notice of an defect and/or malfunction;

• the defect arises because the Customer failed to follow the Supplier’s or Manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods/Materials or (if there are none) good trade practice;

• the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

• the Customer alters or repairs such Goods/Materials without the written consent of the Supplier;

• the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

• the Goods/Materials differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

4.3       Except as provided in this Clause 4, the Supplier shall have no liability to the Customer in respect of the Goods/Materials’ failure to comply with the warranty set out in Clause 4.1.

4.4       The terms of these Conditions shall apply to any repaired or replacement Goods/Materials supplied by the Supplier.

4.5       The Supplier provides no warranty for and Goods/Materials provided by the Customer.

5.         SUPPLY OF SERVICES  

5.1       These Terms and Conditions apply to the following Plumbing and Heating services (with full details of the specific services which are to be provided to be detailed in the Estimate or Quote), provided by the Supplier:

• Servicing;

• Maintenance;

• Installation.

5.2       The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

5.3       The Estimate/Quote will be specifically for the requested and agreed Services. Any additional Services which are required, will incur further costs, details of which the Supplier will provide in an additional Estimate/Quote.

5.4       The Supplier reserves the right to charge the Customer additional fees (upon conclusion) whereby upon commencement of the agreed works, they discover unforeseen issues/problems, which prevent them carrying the agreed work to a reasonable standard, resulting in them being required to carry out additional work in addition to the original Estimate/Quote. In such circumstances the Supplier will detail the additional work required, which the Customer will be liable to pay.

5.5       The Supplier will install, and the Customer will accept, Goods and Materials which the Supplier believes to be appropriate for the Services in question, using the expert knowledge. The Supplier is not obliged to replace items like for like and shall select the most appropriate item in the circumstances.

5.6       In supplying the Services, underlying pre-existing issues can get exposed (such as weak joints causing a leak from a Powerflush or  insufficiently sized gas pipes when fitting a new boiler) which the Supplier will not be aware of until carrying out the agreed works. The cost of rectifying these issues will not be covered within the original Estimate or Quote but the Supplier will provide a new Estimate/Quote to cover the additional required work.

5.7       In providing the Services, the Supplier provides a 12 month labour warranty, commencing from the date of completion of the contracted works.

5.8       The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

5.9       The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5.10     The Supplier is entitled to deliver the Services in one or more consignment at the Supplier’s sole discretion unless otherwise expressly agreed.

5.11     The Supplierreserves the rightto submit a new and separate proposal, for written approval if the Customer requests changes or revisions which are deemed to be in excess of ten percent (10%) of the time required to produce the initial deliverables, and or the value or scope of the services. Work shall not begin on the revised services and/or until a fully signed revised proposal and, if required, any additional retainer fees are agreed

6.         CUSTOMER’S OBLIGATIONS   

6.1       The Customer shall:

(a)  ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;

(b)  co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with full and clear access to the work area where the Services are to be supplied, free of obstructions, fixtures, fittings, and furniture. If the Customer fails to do so and the Supplier is required to move items, then Clause 11.2(e);

(d)  provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) provide the supplier with suitable parking, within 25 metres of site (see Clause 7.5);

(f) provide the Supplier with suitable power and where applicable water on the works site;

(g)  provide the Supplier with a suitable toilet on site, including where applicable, a portaloo;

(h) ensure that there is adequate lighting on site to allow the Supplier to provide their Services;

(i) notify the Supplier ofany pre-existing damage, prior to commencement,of the agreed works, which may result in additional charges (in accordance with Clause 7.3);

(j) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(k) keep all materials, equipment, documents, and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;

(l) provide the Supplier with all relevant Notification periods, in good time;

            (m) comply with all applicable laws, including health and safety laws;

6.2       If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• (a)   without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

• (b)   the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 6.2;

• the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

7.         CHARGES AND PAYMENT  

7.1       The price for Goods/Materials:

(a)  shall be the price set out in the Estimate or Quote, which may include Supplier’s mark up; and

(b)  may be subject to, where the cost is in excess of £100.00, an upfront (non-refundable) minimum payment of £100.00 to cover the full costs of Goods and/or Materials, payable prior to works commencement and upon receipt of invoice; and

(c) all outstanding charges for the Goods/Materials will become payable upon completion of the Services and be payable immediately upon receipt of invoice.

7.2       The Charges for the Services (in addition to Clause 7.1) shall be calculated on a time and materials basis in accordance with the Supplier’s fee stipulated in the Estimate or Quote and Payment will be required in accordance with this Clause 7.2(a)-(g);

• (a)   the Supplier’s Charges will be on an hourly rate basis, (detailed within the Estimate or Quote) with each hour payable in full irrespective of time spent;

• any deposit requested by the Supplier will be non-refundable under any and all circumstances;

• payment for the Services is required, irrespective of whether the Services are completed in full. If the Supplier is required to leave site to obtain further items such as tools, Goods and/or Materials the Customer will still be charged (and required to pay) for the initial time spent;

• the Supplier will endeavour to diagnose the work required in a timely manner, but it is not always possible for them to be able to discover the problem. In such circumstances, the supplier will still charge (and the Customer will be liable to pay) for the time spent in carrying out the diagnosis;

• the Supplier reserves the right to add travel time (including travel to obtain Goods and/or Materials or tools and then travel to the works site prior to commencing the agreed works) to the charges in providing the Services, details of which will be provided in the Estimate/Quote, where possible. Please note that the Supplier will not always have the knowledge of what tools, Goods and/or Materials are required before attending site and is therefore permitted (where applicable) to add these charges to the final invoice, if not included in the initial Estimate or Quote;

• (f)    where no charges are pre-agreed (such as an emergency call out), the Suppliers fee will be the standard price at the time, details of which will be provided upon request or completion; a fixed emergency fee may be added in case of out of hours or emergency call outs.

• the Charges for the Services (excluding any deposit) will be payable immediately upon completion of the agreed works and receipt of invoice.

7.3       The price stipulated by the Supplier is for the works as described in Estimate/Quote only. Any variations to the works (including additional work) in content and quality will result in variations to the prices charged, details of which will be provided by the Supplier.

7.4       If the Customer cancels the agreed works, the following fees will apply:

• within 2 calendar days prior to the works commencement date - they will be liable to pay a cancellation fee (in addition to any non-refundable deposit paid) of any amount to be decided by the Supplier, up to the full costs of the agreed works (stipulated in the Estimate/Quote).  This fee will be payable immediately upon receipt of invoice; or

• 3-7 days prior to works commencement date – the fee for any pre-ordered Goods and Materials (in addition to any non-refundable deposit paid). This fee will be payable immediately upon receipt of invoice; or

7.5       If the Supplier attends the agreed site and is unable to access the same due to failure to answer, nobody being present (including where applicable tenants on behalf of landlords), the Customer will be liable to pay a call out charge of up to a maximum of £150.00 during normal working hours or £250.00 out of hours, payable immediately upon receipt of invoice. Please note that if a new date is not set within 7 days, a cancellation fee will apply (in addition to this fee) in accordance with Clause 7.4.

7.6       The Customer will be liable to pay any parking charges incurred by the Supplier, for the Customers failure to provide appropriate parking in accordance with Clause 6.1(e).

7.7       The Customer shall pay each invoice submitted by the Supplier by Cash or by Direct Bank Transfer, Card payment or BACS in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.8       All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where applicable, the VAT element of the invoice will be clearly specified and payment of this taxable element, is due upon the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

7.9       If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 12 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.9 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%. If the Supplier is required to instruct an external party/agent to recover the outstanding debt, the Customer (agrees to under these Conditions) will also be liable for any such fees incurred, in addition to the late payment interest.

7.10     All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.         INTELLECTUAL PROPERTY RIGHTS   

8.1       All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

8.2       The Supplier grants to the Customer, or shall procure the direct grant to the Customer, of a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business, for the period of the contract only.  

8.3       The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 8.2.

8.4       The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

9.         DATA PROTECTION AND DATA PROCESSING 

9.1       The Customer and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Customer is the Data Controller, and the Supplier is the Data Processor in respect of any Personal Data.

9.2       The Supplier shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.

9.3       The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.

9.4       Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

9.5       The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

• take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

• the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage; and

(ii)       the nature of the data to be protected.

• take reasonable steps to ensure compliance with those measures.

9.6       Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages, or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 9.

9.7       The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.

9.8       The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract is on terms which are substantially the same as those set out in this agreement.

10.       CONFIDENTIALITY  

10.1     Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Customer’s, or Customer’s Suppliers of the other party, except as permitted by Clause 10.2.

10.2     Each party may disclose the other party’s confidential information:

• (a)   to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 10; and

• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3     Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.       LIMITATION OF LIABILITY: 

11.1     Nothing in the Contract shall limit or exclude the Supplier’s liability for:

(a)  death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;

(b)  fraud or fraudulent misrepresentation; or

(c)  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

11.2     Subject to Clause 11.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• loss of profits;

• (b)   loss of sales or business;

• (c)   loss of agreements or contracts;

• (d)   loss of anticipated savings;

• loss or damage caused by the Supplier in having to move any obstructions, fixtures, fittings, and furniture;

• (f)    loss or damage caused by the Supplier (when acting reasonably) to pipes, electrics, floors, or walls or any direct or indirect damage caused to the property when drilling or cutting through these in order to provide the Services;

• loss or damage caused by the Supplier  when providing the Services to any fixtures, fittings and/or furniture item which should have been moved by the Customer prior to commencement;

• any pre-existing issues, including but not limited to weak joints exposed by a powerflush;

• loss of or damage to goodwill; and

• (j)     any indirect or consequential loss.

11.3     Subject to Clause 11.1 the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.

11.4     In addition to Clauses 11.1& 11.2, the Supplier will not be liable for any pre-existing issues with woodwork including, but not limited to knots and splits in woodgrain, which they cannot remove or rectify. 

11.5     The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.6     All claims against Supplier must be brought within one 1 year after the cause of action arises and Supplier waives any statute of limitations which might apply by operation of law or otherwise

11.7     This Clause 11 shall survive termination of the Contract.

12.       TERMINATION  

12.1     Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer 24 hours’ (or with immediate effect should an Emergency Call Out  arise) notice prior to the agreed works commencement date.

12.2     Without affecting any other right or remedy available to it, Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:

• (a)   the Customer commits a material breach of any term of the Contract;

• the Customer fails to pay any amount due under the Contract on the due date for payment

• (c)   the Customer takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

• the Customer (where applicable) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

• the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

• (f)    there is a change of control (where applicable) of the Customer;

12.3     Without affecting any other right or remedy available to it, the Customer may terminate the Contract by providing 7 days written notice to the Supplier if:

• (a)   the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 72 hours after receipt of notice in writing to do so;

• the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business

• the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.4     Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier, if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 12.2(c) to Clause 12.3(f), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13.       CONSEQUENCES OF TERMINATION  

13.1     On termination of the Contract:

• (a)   the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices (including any applicable cancellation fee in accordance with Clauses 7.4 & 7.5)  and, in respect of Services and Goods/Materials supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

• the Customer shall return all of the Supplier Goods and Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

13.2     Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.3     Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

14.       FORCE MAJEURE  

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of Governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, accident, pandemics, epidemics, lightning damage, electromagnetic interference, radio interference, strikes, industrial dispute, power failure or any other cause beyond its reasonable control..

15.       GENERAL  

15.1     Assignment and other dealings

• The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

• The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. 

15.2     Notices

• (a)   Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or sent by email to the address specified in the quote or order.

• Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.

• (c)   This clause does not apply to the service of any proceedings or other documents in any legal 

15.3     Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.4     Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.5     No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.6     Entire agreement.

• (a)   The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

• Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misrepresentation] based on any statement in the Contract.

• Nothing in this clause shall limit or exclude any liability for fraud.

15.7     Third parties rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.8     Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

15.9     Governing law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.10   Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.