SIMPLIFIED SAFETY LIMITED (Supplier)
TERMS AND CONDITIONS
The customer's attention is drawn in particular to the provisions of clauses 5.3, 8.3 and 11
Interpretation
1. Definitions
1.a. Authorised Users: Personnel who are qualified to use the Goods and are assigned a work task which requires the use of the Goods.
1.b. Business Day: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.c. Business Hours: The period from 9.00 am to 4.00 pm on any Business Day.
1.d. Conditions: The terms and conditions set out in this document as amended from time to time in accordance with clause 17.4
1.e. Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
1.f. Customer: The person or firm who purchases the Goods from the Supplier.
1.g. Data Protection Legislation: All legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
1.h. Datasheet: Any documentation or written instruction provided by the Supplier providing information as to the Goods and instructions as to its installation and/or use.
1.i. Delivery Location: Has the meaning given in clause 6.2.
1.j. Documentation: The drawings, reports, schedules and other data pertinent to the provisions of the Goods and (where applicable) the Services, including complete information relating to the substrate to, and location at, which the Goods will be affixed.
1.k. Force Majeure Event: An event, circumstance or cause beyond a party’s reasonable control
1.l. Goods: The goods (or any part of them) set out in the Order.
1.m. Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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), all Work Product 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.
1.n. Order: In the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
1.o. Quotation: The Supplier’s written quotation in relation to any Order.
1.p. Services: The services (if any) supplied by the Supplier to the Customer as set out in the Quotation.
1.q. Site: The site of the Customer or the Customer’s customer (as appropriate) to which the Goods are to be affixed.
1.r. Specification: Any specification for the Goods, including any related plans and drawings, or (where applicable) the description or specification of the Services to be provided to the Customer, that is agreed in writing by the Customer and the Supplier.
1.s. Warranty: The warranty referred to in clause 7.1.
1.t. Warranty Period: Has the meaning given in clause 7.1.
1.u. Work Product: All documents and drawings prepared by the Supplier, or by other parties on the Supplier’s behalf, and provided to the Customer in connection with the supply of the Goods or Services.
Interpretation:
1.1.: A person includes a natuiral person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.: A reference to a party includes its personal representatives, successor and permitted asigns.
1.3.: A reference to legislation or a legislative provision is a referenence to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.4.: Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.5.: A reference to writing or written excludes fax but not email.
1. Basis of Contract
1.1.: 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 law, trade custom, practice or course of dealing.
1.2.: The Order constitutes an offer by the Customer to purchase the Goods or Services in accordance with these Conditions. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
1.3.: The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions
1.4.: Any samples, drawings, descriptive matter or advertising produced by the Supplier, including (for the avoidance of doubt) the Data Sheet, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
1.5.: A quotation given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2. Goods
2.1.: The Goods are described in the Supplier’s catalogue as modified from time to time by the Supplier or by any applicable Specification.
2.2.: To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification.
This clause 2.2. shall survive termination of the contract
2.3.: The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
3. Supply of Services
3.1.: The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2.: The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3.: 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.
3.4.: The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer's Obligations
4.1.: The customer is responsible for:
4.1.a. Ensuring that the terms of the order and any applicable specification submitted by the customer are complete and accurate.
4.1.b. Providing the Supplier with complete and accurate Documentation, including (for the avoidance of doubt) all specifications of the substrate to which the Goods will be affixed and all obstructions, cables, ducts, pipe work and steel reinforcement within that substrate.
4.1.c. Cooperate with the Supplier in all matters relating to the provision of the Services and provide the Supplier access to the Site for the purpose of performing the Services.
4.1.d. 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.
4.1.e. Comply with all and any applicable legislation, regulations or guidance issued by any competent authority, including (for the avoidance of doubt) all health and safety legislation and regulations to enable the Supplier to carry out the Services safely.
4.1.f. Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Site, all necessary access equipment and edge protection, office accommodation and other facilities as reasonably required by the Supplier for the Services.
4.1.g. Respond promptly to any of the Supplier’s requests to provide direction, information, approvals, authorisations, or decisions that are reasonably necessary for the Supplier to perform the Services
4.1.h. Ensuring tha tthe installation of the Goods is carried out by qualified installers and that the Goods are used only by Authorised Users.
4.1.i. Ensuring that all recommended re-tests in relation to the Good and Services are carried out promptly.
4.2.: 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 any other trades on Site or failure by the Customer to perform any relevant obligation (Customer Default).
4.2.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;
4.2.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 4.2; and
The customer shall
4.2.b.I. Reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly fromt he Customer Default
4.2.b.II. The Supplier shalol be entitled to charge a full day’s labour in the event that the supplier attends site and is unable to carry out the Services as a result of the Customer Default.
4.3.In placing an Order, the Customer warrants that:
4.3.a. The documentation is complete and accurate; and
4.3.b.That the location at which the Goods are to be affixed is capable of resisting the loadings imparted due to their use or in accordance with applicable product standards, whether or not the Supplier is retained to install the Goods or has conducted testing at the location.
5. Variations and Cancellations
5.1.: A charge will be made for any additional drawing office detailing, time and materials involved if variations to the Goods and/or Services are requested by the Customer and any delivery commitments previously entered into by the Supplier will be void.
5.2.: Cancellations requested by the Customer will only be accepted on the understanding that all costs incurred by the Supplier to the date of such cancellation plus a re-stocking charge of 30% of the value of the Order will be reimbursed in full by the Customer.
6. Delivery
6.1.: The supplier shall ensure that:
6.1.a. Each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
6.1.b. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
6.2.: The Supplier shall either:
6.2.a. deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready; or
the Customer shall collect the Goods from the Supplier’s premises at Simplified Safety, Unit A2 Cradley Business Park, Overend Road, Cradley Heath, B64 7DW, United Kingdom or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.
6.3.: Delivery is completed on the completion of unloading (in the case of clause 6.2(a)) or loading of the Goods at the Delivery Location (in the case of clause 6.2(b)).
6.4.: Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5.: If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6.: If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
6.6.a. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
6.6.b. the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.7.: If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
6.8.: If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods
6.9.: The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. Quality
7.1.: The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
7.1.a. Conform in all material respects with their description and any applicable Specification; and
7.1.b. Be free from material defects in design, material and workmanship
7.2.: Subject to clause 11.6 if:
7.2.a. the Customer gives notice in writing to the Supplier during the Warranty Period that some or all of the Goods do not comply with the Warranty;
7.2.b. the Supplier is given a reasonable opportunity of examining such Goods; and
7.2.c. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business (at the Supplier’s cost save where it is subsequently found that the Goods in question do actually comply with the Warranty),
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3.: Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the Warranty.
7.4.: The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.5.: These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Title and Risk
8.1. The risk in the Goods shall pass to the Customer on completion of delivery.
8.2. Title to the Goods shall not pass to the Customer until [the earlier of]:
8.2.a. the Supplier receives payment in full (in cash or cleared funds) for the Goods; and
8.2.b. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 9.4.
8.3. Until title to the Goods has passed to the Customer, the Customer shall
8.3.a. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
8.3.b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.d. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d); and
8.3.e. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
1. The Goods; and
2. the ongoing financial position of the customer
8.4. Subject to clause 9.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
8.4.a. It does so as principal and not as the Supplier’s agent; and
8.4.b. Title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5. At any time before title to the Goods passes to the Customer, the Supplier may:
8.5.a. [by notice in writing, terminate the Customer’s right under clause 9.4 to resell the Goods or use them in the ordinary course of its business; and]
8.5.b. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9. Price and Payment
9.1. The price of the Goods
9.1.a. shall be the price set out in the Quotation, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery;
9.1.b. does not include a cost for the supply of formal drawings either for construction or as-built or for building and civil works unless otherwise stated in the Quotation;
9.1.c. are reliant upon the Documentation supplied by the Customer and the Supplier reserves the right to amend its Quotation following the results of any survey of the Site or in the event that the Documentation is incorrect or incomplete
9.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
9.2.a. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.b. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
9.2.c. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3. The charges for the Services:
9.3.a. Shall be calculated in accordance with the Supplier’s daily fee rates or as set out in the Quotation;
9.3.b. The Supplier’s daily fee rates for each individual are calculated on the basis of Business Hours and the Supplier shall be entitled to charge an overtime rate of [PERCENTAGE]% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside these hours;
are based on the understanding that:
9.3.c. the Supplier will have a clear Site with adequate space to unload and to perform the Services; and
9.3.d that the Services will not be impacted by delays caused by other trades on Site;
9.4. the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials;
9.5. do not include the drilling of any reinforced concrete. The Customer shall be liable for any abortive or increased costs (to include additional time and the hire of special equipment) due to the presence of reinforced concrete, unless the Documentation makes reference to such reinforced concrete.
The Supplier shall invoice the Customer on completion of the Services or as set out in the Quotation.
9.6.The price of the Goods and/or Servicves (if applicable):
9.6.a. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
9.6.b. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer unless specifically provided in the Quotation.
9.7. The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery, or if earlier, as set out in the Quotation.
9.8. The Customer shall pay each invoice submitted by the Supplier:
9.8.a. within 30 days (unless stated earlier in the Quotation) of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
9.8.b. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be the essence of the contract.
9.9. 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 13, 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 10.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.10. 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).
10. Limitation of Liability
10.1. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.2.a. death or personal injury caused by negligence;
10.2.b. fraud or fraudulent misrepresentation;
10.2.c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.2.d. defective products under the Consumer Protection Act 1987.
10.3. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4. Subject to clause 11.2, the Supplier’s total liability to the Customer shall not exceed the value of the relevant Order.
10.5. Subject to clause 11.2, the following types of loss are wholly excluded:
10.5.a. Loss of profits
10.5.b. Loss of sales or business
10.5.c. Loss of agreements or contracts
10.5.d. Loss of anticipated savigs
10.5.e. Loss of use or corruption of software, data, or information
10.5.f. Loss of damage to goodwill
10.5.g. Indirect or consequential loss.
10.6. The Supplier shall not be liable to the Customer, including (for the avoidance of doubt) for the Goods’ failure to comply with the warranty set out in clause 8.1 if:
10.6.a. the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;
10.6.b. the defect arises:
10.6.b.I. as a result of the Customer failing to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same.
10.6.b.II. as a result of the Supplier following any drawing, design or specification supplied by the Customer or the information contained in the Documentation;
10.6.b.III. as a result of the Documentation being incomplete and inaccurate; and
10.6.b.IV. as a result of the location at which the Goods are to be affixed being incapable of resisting the loadings imparted due to their use or in accordance with applicable product standards, whether or not the Supplier was retained to install the Goods or conducted testing at the location;
10.6.b.V. as a result of the Customer being in breach of any part of clause 5; or
10.6.b.VI. as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions, including (but not limited to) corrosive environments;
10.6.c. the Customer alters or repairs such Goods without the written consent of the Supplier;
10.6.d. the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
10.6.e. for any damage to the subsurface structures and utilities at the Site.
10.7. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 5 Business Days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.8. This clause 11 shall survive termination of the Contract.
11. Intellectual Property Rights
11.1. All Intellectual Property Rights in or arising out of or in connection with the Goods or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. Such Intellectual Property Rights may not be used for any other purpose than the project for which the Goods and Services have been provided and may not be used for any other purpose without the Supplier’s prior written consent.
11.2. 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
12. Termination
12.1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
12.1.a. the Customer commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten Business Days of that party being notified in writing to do so;
12.1.b. the Customer 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), obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.c. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.d. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.4. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods 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
12.5. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at 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.
12.6. 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.
13. Consequences of Termination
13.1. On termination or expiry of the Contract:
13.1.a. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and Services 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;
13.1.b. the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises (or any third party’s premises where the Goods are stored) 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. Data Protection
14.1. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
15. Force Majure
15.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate the Contract by giving written notice to the affected party.
General
1. Assginment and Other Dealings
1.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
1.2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
2. Confidentiality
2.1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.2(b).
2.2. Each party may disclose the other party’s confidential information:
2.2.a. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17.2; and
2.2.b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
2.3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
3. Entire Agreement
3.1. The Contract constitutes the entire agreement between the parties.
3.2. Each party acknowledges that in entering into the Contract it does not rely on 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 misstatement based on any statement in the Contract.
4. Variation
4.1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
5. Waiver
5.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
5.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
6. Severance
6.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
7. Notices
7.1. Any notice given to a party under or in connection with the Contract shall be in writing:
7.1.a. and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
7.1.b. sent by email, in the case of the Supplier to Simplified Safety, Unit A2 Cradley Business Park, Overend Road, Cradley Heath, B64 7DW, United Kingdom (or an address substituted in writing by the Supplier).
7.2. Any notice shall be deemed to have been received:
7.2.a. if delivered by hand, at the time the notice is left at the proper address;
7.2.b. 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
7.2.c. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
7.3. Any notice shall be deemed to have been received:
7.3.a. if delivered by hand, at the time the notice is left at the proper address; or
7.3.b. 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.
7.4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
8. Third Party Rights
8.1. 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.
9. Governing Law
9.1. 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.
10. Jurisdiction
10.1. 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.
