Delivery and returns

The Buyer’s attention is drawn to Conditions 5.6, 5.11, 5.13, 5.14, 7.3, 7.4, 10, 12.6 and 16.

Please read these Conditions carefully before placing an Order. By placing an Order, you agree to be bound by these Conditions. If you do not accept these Conditions then you will not be able to make an Order.
You should keep a copy of these Conditions for future reference. The Company reserves the right to modify these Conditions from time to time (see condition 19.2).

1. INTERPRETATION
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when the banks in London are open for business;
Buyer: the person(s), firm or company who purchases the Goods and/or Services from the Company;
Company: RUD Chains Limited (company number 01104572);
Completion Date: the estimated date for completion of the Services, as set out in the Order; Conditions: these conditions, as amended from time to time in accordance with condition 19.2; Contract: any contract between the Company and the Buyer for the supply of Goods and/or Services in accordance with these Conditions;
Data Controller: has the meaning given in the Data Protection Legislation;
Data Processor: has the meaning given in the Data Protection Legislation;
Data Protection Legislation: all laws (whether in the UK or any other jurisdiction) relating to the use, protection and privacy of Personal Data from time to time in relation to the supply of Goods and/or Services under the Contract, including the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 as retained, replaced or re-enacted in England and Wales from time to time pursuant to the Data Protection Act 2018 or otherwise;
Deliverables: means the deliverables, including any written document, maintenance manual, training manual or video, instructions, drawing, plan, design, picture, or other image or information in any form, supplied by the Company to the Buyer in respect of or in connection with the Goods and/or Services;
Delivery Date means the estimated date of delivery of the Goods, as set out in the Order;
Delivery Location has the meaning given in clause 5.1;
Force Majeure Event: has the meaning given in condition 16.1;
Goods: any Goods to be supplied by the Company to the Buyer (including any part or parts of them), as set out in the Order;
Incoterm: means the incoterm specified in the Order or agreed in writing between the Company and the Buyer, having the same meaning given in the Incoterms Rules 2020 – ICC Official Rules for the Interpretation of Trade Issues, which were published by the International Chamber of Commerce and published on 1 January 2020, as amended from time to time.
Order: the Buyer’s order for the supply of Goods and/or Services as set out in the order confirmation issued by the Company to the Buyer, or the Buyer’s written acceptance of the Company’s quotation, or in email or other written correspondence between the Company and the Buyer, as the case may be;
Personal Data: has the meaning given in the Data Protection Legislation;
Price: the purchase price payable by the Buyer to the Company for the supply of Goods and/or Services in accordance with condition 4;
Services: means the services to be provided by the Company to the Buyer, as set out in the Order;
Services Start Date: means the estimated date on which the provision of Services will start, as set out in the Order;
Specification: means the description or specification (including any related plans, designs or drawings) for the Goods and/or Services provided by the Buyer to the Company, or agreed in writing between the Company and the Buyer;
Warranty: has the meaning given in condition 7.2;
Warranty Period: has the meaning given in condition 7.2;
Website: the Company’s website: www.rud.co.uk.

2. GENERAL
2.1 The Contract forms the whole agreement between the Company and the Buyer in respect of the sale and purchase of Goods and/or Services, and no other express terms, written or oral, shall be incorporated into the Contract unless agreed by the Company in writing.
2.2 Unless otherwise agreed in writing by the Company these Conditions apply to the Contract to the exclusion of any other terms that the Buyer may seek to impose or incorporate, or which are implied by trade custom, practice or course of dealing.
2.3 All preliminary specifications, samples, drawings or descriptions (including indications of weights and performance, and any dimensions) of the Goods, or any illustrations or descriptions of the Services, contained on the Website, in the Company’s catalogues, lists or other advertising materials are issued or published for the purpose of giving an approximate idea of the Goods and/or Services described in them and shall not form part of the Contract or have any contractual force.

3. ORDER
3.1 The Order shall be deemed to be an offer by the Buyer to purchase Goods and/or Services subject to these Conditions.
3.2 No Order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of Order is issued by the Company, at which point the Contract shall come into existence.
3.3 All Orders accepted by the Company are subject to materials and labour being available to the Company and by accepting an Order the Company does not give any warranty as to availability. 3.4 The Buyer must ensure that the terms of its Order and any applicable Specification are complete and accurate and promptly notify the Company of any changes.
3.5 Any quotation given by the Company shall not constitute an offer and is valid for seven days from its date of issue.

4. PRICE AND PAYMENT
4.1 Unless otherwise agreed by the Company in writing the Price for the Goods and/or Services shall be the price set out in the Order. If the Price is not set out in the Order then it shall be the price provided as part of any quotation provided by the Company, or if no quotation has been provided then it shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery in accordance with condition 5.6, or otherwise agreed by the Company in writing.
4.2 The Price excludes any value added tax or any other applicable tax or duty and, unless otherwise agreed by the Company in writing, the Price excludes all costs and charges in relation to packaging, delivery of the Goods and/or costs of returning the Goods (including loading, unloading, import or export licences and customs duties), insurance, testing or inspections in relation to the Goods, or any other costs and charges in relation to, or arising from, any credit facility or bank charges, which shall be quoted separately and payable by the Buyer in addition to the Price when the Buyer is due to pay for the Goods and/or Services.
4.3 Where at any time before delivery of the Goods and/or commencement of the Services:
(a) any factor beyond the Company’s control (including foreign currency exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Buyer to change the Order including any change to the Delivery Date, Delivery Location, Services Start Date, the Completion Date, the scope of the Services and/or the Specification; or
(c) any delay caused by the instructions of the Buyer or failure by the Buyer to give adequate or accurate information or instructions in a timely manner,
the Company may increase the Price accordingly by giving notice in writing to the Buyer.

4.4 The Buyer shall pay the Price and any other costs or charges under the Contract in cleared funds within thirty days of the date of any invoice issued by the Company (unless otherwise agreed by the Company in writing) or at the time of placing an Order via the Website (as applicable). Time for payment shall be of the essence of the Contract.

4.5 Any payment made by the Buyer to the Company shall be in pounds sterling and shall be made in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
4.6 The Company may, without affecting any other right or remedy available to it, at any time following a breach of any of these Conditions by the Buyer, amend or withdraw any credit facility available to the Buyer with immediate effect or require immediate payment of any invoice rendered to the Buyer.

4.7 The Company reserves the right to require payment of a deposit by the Buyer before accepting an Order.
4.8 If the Buyer fails to pay any invoice by the due date for payment in accordance with this condition 4, the Company may:
(a) charge interest on overdue sums at a rate of 4% above the Bank of England’s base lending rate from time to time, or if the base lending rate is less than 0% then interest shall be charged at 4% , and in each case interest shall accrue on a daily basis from the due date until payment of all overdue sums, whether before or after judgment;
(b) notwithstanding condition 4.8(a), claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 on any overdue sum payable by the Buyer to the Company;
(c) withhold the supply of any undelivered Goods due to the Buyer and/or the provisions of Services;
(d) terminate the Contract; and/or
(e) appropriate any payment made by the Buyer to the Goods and/or Services (including goods and/or services supplied under any other contract with the Buyer) as the Company, in its sole discretion, sees fit. 4.9 All payments payable by the Buyer to the Company under the Contract or any other contract between the Buyer and the Company shall become due immediately upon termination of this Contract despite any other provision.

5. DELIVERY
5.1 The Company shall use reasonable endeavours to make the Goods available for collection from the Company’s premises, or deliver the Goods to such other location set out in the Order or otherwise agreed in writing between the Company and the Buyer (Delivery Location) on the Delivery Date. Unless otherwise agreed in writing, delivery shall be deemed to take place upon completion of loading of the Goods onto the delivery vehicle of the Buyer or independent carrier at the Delivery Location for onward transportation to the Buyer, or in line with any applicable Incoterm. Any independent carrier engaged by or on behalf of the Buyer shall be deemed to be the Buyer’s agent. The Buyer shall be responsible for ensuring the Goods are insured and the Company shall have no liability in relation to any damage to the Goods following delivery.
5.2 The Company may deliver by separate instalments, each of which may, at the Company’s option, be invoiced separately and shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
5.3 The Buyer shall not be entitled to reject the Goods if the Company delivers up to 10% more or less than the quantity of such Goods ordered, but a pro rata adjustment shall be made to the Price on receipt of notice from the Buyer that the wrong quantity of Goods was delivered. The Buyer must notify the Company of any shortage/surplus in writing within [five] Business Days of the date of delivery.
5.4 The Buyer shall promptly notify the Company in writing of any damage to the Goods following delivery and in any event within [five] days of delivery.
5.5 The Company shall procure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, relevant Company and Buyer reference numbers, the type and quantity of the Goods (and product code of the Goods, where applicable), any instructions applicable to the Goods and, if the Order is being delivered by instalments, the outstanding balance of the Goods remaining to be delivered. 5.6 If the Buyer (or the Buyer’s agent) fails to accept the Goods on the Delivery Date or fails to give the Company adequate delivery instructions then, save where such failure or delay is caused by the Company’s failure to comply with the Contract or a Force Majeure Event, delivery shall be deemed to have been completed at 9.00 am on the third Business Day following the Delivery Date and:
(a) the Company may store the Goods until actual delivery to the Buyer or until the Goods are disposed of in accordance with these Conditions. The Buyer shall be liable for the cost of storage and insurance, and any other ancillary costs and expenses, incurred by the Company in connection with storage and/or disposal of the Goods, in respect of which the Buyer shall indemnify the Company; and/or
(b) the Company may sell the Goods at the best price readily obtainable. The Buyer shall be liable to pay all costs and expenses incurred by the Company in connection with the sale and storage of the Goods in accordance with condition 5.6(a). If the Goods are sold for less than the Price payable by the Buyer, the Buyer shall be liable to pay the shortfall to the Company.
5.7 The Company shall use reasonable endeavours to complete the provision of Services by the Completion Date.
5.8 The Buyer shall, at its own cost, obtain such import and/or export licences and other licences, permissions and consents as the Company may reasonably require from time to time in order to supply the Goods and/or Services and comply with the Company’s obligations under the Contract, and the Buyer shall make those licences and consents available to the Company prior to the Delivery Date and/or the Services Start Date.
5.9 The Delivery Date, the Services Start Date and the Completion Date are approximate only and the Company shall not be liable for any delay in delivery of the Goods, or starting the provision of Services, or completion of the Services, howsoever caused. Time of delivery of the Goods and time of starting the provision of, and completion of, the Services are not of the essence of the Contract.
5.10 The Company shall use reasonable endeavours to notify the Buyer of any delay that, in the Company’s opinion, may affect the Delivery Date, the Services Start Date and/or the Completion Date, and the Company reserves the right to unilaterally change such dates up to seven days before the Delivery Date or the Services Start Date or the Completion Date (as applicable) by giving written notice to the Buyer.
5.11 If the Company fails to deliver the Goods by the Delivery Date or start the provision of the Services by the Services Start Date, or complete the provision of Services by the Completion Date, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods and/or services of similar description and quality in the cheapest market available, less the Price.
5.12 The Company shall have no liability for any failure to deliver the Goods by the Delivery Date, or start the provision of the Services by the Services Start Date, or complete the provision of the Services by the Completion Date, to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with all relevant licences, permissions and consents, adequate delivery instructions or any other information or instructions that are relevant to the supply of the Goods and/or Services.
5.13 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, or failure by the Buyer to perform any of its obligations under the Contract: (a) without prejudice to any other right or remedy available to it, the Company shall have the right to suspend delivery of the Goods and/or provision of the Services until the Buyer remedies the default and shall be relieved of any of its obligations to the extent that performance of such obligations is prevented or delayed as a result of the Buyer’s default; and
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations under the Contract.
5.14 The Buyer shall indemnify the Company against any failure to comply with its obligations under this condition 5 and condition 8.7.

6. RISK
The risk in the Goods shall pass to the Buyer on delivery in accordance with condition 5. It is the condition of the Contract that the property in all the Goods to be delivered by the Company to the Buyer shall remain vested in the Company until payment due under all contracts between the Company and the Buyer has been made in full.

7. QUALITY
7.1 Where the Company is not the manufacturer of the Goods, the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company but shall not give any warranty or guarantee in respect of such Goods.
7.2 The Company warrants that (subject to the other provisions of these Conditions) upon delivery and for a period of six months (or such other time period notified by the Company to the Buyer in writing, or set out in the Order) from the date of delivery (the “Warranty Period”) the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (“the Warranty”).

7.3 The Company’s liability for a breach of the Warranty or these Conditions (including any statutory warranty or condition which is not excluded by these Conditions) is conditional upon:
(a) the Buyer giving written notice of the potential defect to the Company (and, if the defect is as a result of damage in transit, to the carrier) and providing sufficient detail for the Company to identify the nature and extent of the potential defect immediately upon becoming aware of it during the Warranty Period;
(b) the Company being given a reasonable opportunity after receiving notice of any potential defect to examine such Goods and the Buyer (if asked to do so by the Company) returning such Goods to the Company’s place of business at the Buyer’s cost for the examination to take place there;
(c) there having been no unauthorised alteration or addition to the Goods; and
(d) the Buyer not making any further use of the Goods after giving notice of the potential defect. 7.4 The Company shall not be liable for a breach of the Warranty or these Conditions (including any statutory warranty or condition which is not excluded by these Conditions) if:
(a) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice (including the Goods having been used in excess of their rated capacity, or under conditions detrimental to the successful operation or likely to cause excessive wear and tear);
(b) the defect arises as a result of fair wear and tear, wilful damage or negligence of the Buyer or any other person other than the Company;
(c) the defect arises as a result of the Company following any Specification supplied by the Buyer; (d) the Buyer alters or repairs such Goods without the prior written consent of the Company; or
(e) the Goods differ from their description or the Specification as a result of changes made to ensure compliance with applicable statutory or regulatory requirements.
7.5 Subject to conditions 7.3 or 7.4, if any of the Goods do not conform with the Warranty the Company shall at its option repair or replace such Goods (or the defective part(s)) or refund the Price pro rata for the defective Goods. The Company shall have no further liability for a breach of the Warranty in respect of such Goods.
7.6 Any Goods replaced will under condition 7.5 will be covered under the Warranty for the unexpired portion of the Warranty Period.

8. SUPPLY OF SERVICES
8.1 The Company shall supply the Services to the Buyer in accordance with any applicable Specification in all material respects.
8.2 The Company warrants to the Buyer that the Services will be provided using reasonable skill and care by a person who, in the Company’s opinion, has the necessary qualifications or experience to carry out the Services.
8.3 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or otherwise agreed between the Company and the Buyer in writing, but any such dates shall be estimates only and shall not be of the essence of the Contract. 8.4 The Company reserves the right to amend any Specification if necessary to comply with applicable law or regulatory requirements, and if the amendment will materially affect the nature or quality of the Services, the Company shall notify the Buyer as soon as possible.
8.5 If the Company is providing personnel to the Buyer to provide the Services, the Company reserves the right to substitute such personnel (provided such person has, in the Company’s opinion, the necessary qualifications or experience to provide the Services). Nothing in these Conditions shall create a contract between the Buyer and personnel supplied by the Company. 8.6 If the Company is providing assembly or installation services to the Buyer, “certificates of test” will be given. Details of, or certificates obtained during, testing carried out before and/or during manufacture will not be supplied to the Buyer unless specifically stated otherwise by the Company in writing. The giving of any “certificate of test” shall in no way affect the Company’s liability for defects as set out in these Conditions. The Buyer can by arrangement inspect and test the Goods prior to delivery but failing such inspection before delivery the Buyer shall be deemed to accept the Goods as complying with the Contract.
8.7 The Buyer shall:
(a) co-operate with the Company in all matters relating to the Services;
(b) at its own cost, provide the Company, its employees, agents, consultants and subcontractors with such access, facilities, information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) at its own cost, comply with all applicable laws, including health and safety laws;
(d) keep all materials, equipment and other property belonging to the Company at the Buyer’s premises, or other location where the Services are to be provided by the Company, in safe custody at its own risk, and maintain any such items in good condition and not dispose of or use any such items other than in accordance with the Company’s prior written instructions or authorisation; and
(e) at its own cost, unless otherwise agreed by the Company in writing, comply with any additional obligations set out in the Specification.

9. CANCELLATION
9.1 An Order (or part of an Order) may only be cancelled with the Company’s written agreement. 9.2 Notwithstanding condition 9.1, an Order for Goods which have been made in accordance with a Specification or otherwise modified at the Buyer’s request may not be cancelled.
9.3 Unless otherwise agreed by the Company, upon cancellation of an Order:
(a) the Company shall invoice the Buyer for any costs or charges incurred (to the extent such costs and charges have not already been paid for by the Buyer), and time spent, by the Company fulfilling an Order or carrying out any other obligations under the Contract, together with a re- stocking fee equal to 25% of the Price payable in respect of Goods only; and
(b) notwithstanding condition 4 of these Conditions, any invoice issued by the Company to the Buyer shall become immediately due and payable.

10. LIMITATION OF LIABILITY
10.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of the Contract;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.
10.2 Except as provided in condition 10.5, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Subject to condition 10.4, the Company’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract shall be limited to the Price.
10.4 The Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of or damage to equipment or property, or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5 Nothing in these Conditions excludes or limits the liability of the Company for:
(a) death or personal injury caused by the Company’s negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sales of Goods Act 1979;
(d) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
(e) any other matter in respect of which it would be illegal for the Company to exclude, restrict, or attempt to exclude or restrict, its liability.
10.6 This condition 10 shall survive termination or expiry of the Contract.

11. TERMINATION
11.1 The Company may terminate the Contract at any time upon giving not less than one month’s notice in writing to the Buyer.
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving notice in writing to the Buyer if:
(a) the Buyer commits a material breach of any of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within ten Business Days after receipt of notice in writing to do so;

(b) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen days;
(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
(g) (being a company) a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
(i) any event occurs, or proceedings are taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.2(b) to condition 11.2(h) (inclusive);
(j) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.3 Upon termination, all outstanding sums payable by the Buyer to the Company under the Contract or any other contract between the Buyer and the Company shall become immediately due, and the Buyer shall return any materials, equipment and property owned by the Company and/or its personnel to the Company immediately, and in any event within five Business Days of termination.

12. RIGHTS INFRINGEMENT
12.1 All and any intellectual property rights in, or arising out of or in connection with, the Goods and/or Services and/or any Deliverables (other than intellectual property rights in any materials provided by the Buyer) shall belong to and vest in the Company.
12.2 The Company grants to the Buyer, free of charge, a non-exclusive, worldwide licence in respect of such rights to the extent necessary to enable the Buyer to make reasonable use of the Goods and/or Services and/or Deliverables.
12.3 The Buyer shall not remove, suppress or modify any trade mark, copyright or other proprietary marking belonging to the Company from the Goods and/or Services and/or any Deliverables, and shall not reverse compile engineer, tamper with, or in any way alter or modify the Goods and/or Services and/or the Deliverables without the prior written consent of the Company.
12.4 The Buyer shall promptly and fully notify the Company of:
(a) any actual, threatened or suspected infringement of any intellectual property rights which comes to the Buyer’s notice; and
(b) any claim by any third party that comes to the Buyer’s notice that the Goods and/or Services and/or Deliverables infringe the rights of any person.
12.5 The Buyer agrees (at the Company’s request and reasonable expense) to do all such acts and things as may reasonably be required to assist the Company in taking or resisting proceedings in relation to any infringement or claim referred to in condition 12.4.
12.6 The Buyer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Specification provided by the Buyer which involves the infringement of any third party intellectual property rights (including, but not limited to trademarks, copyright, design rights or patents).
12.7 This condition 12 shall survive termination or expiry of the Contract.

13. CONFIDENTIALITY
13.1 Any information exchanged in the course of the supply of Goods and/or Services under the Contract shall be treated as strictly confidential by the Company and the Buyer, and each party agrees not to use such information for its own purposes (other than implementation of the Contract), nor without the prior written consent of the other party, disclose to any third party (except its employees, officers, representatives or subcontractors who need to know such information for the purposes of carrying out obligations under the Contract, or its professional advisers, or as may be required by any law or any governmental or regulatory authority) any such information, unless such information is public knowledge already at the time of disclosure, or subsequently becomes public knowledge other than by breach of the Contract, or subsequently becomes lawfully into the possession of either the Company or the Buyer from a third party. The Company and the Buyer shall each use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
13.2 This condition 13 shall survive termination or expiry of the Contract.

14. DATA PROTECTION
14.1 The Company and the Buyer acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the Data Controller and the Company is the Data Processor in respect of any Personal Data.
14.2 The Company shall process Personal Data supplied by the Buyer in accordance with the privacy policy on its Website (as amended or replaced from time to time).

15. ASSIGNMENT AND SUB-CONTRACTING
15.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.

16. EVENTS BEYOND THE COMPANY’S CONTROL
16.1 The Company reserves the right to defer the Delivery Date, the Services Start Date and/or the Completion Date, or terminate the Contract without liability to the Buyer, and it shall not be liable for any failure or delay in performing its obligations under the Contract, if it is prevented from or delayed in carrying out its obligations under the Contract, due to a Force Majeure Event. A Force Majeure Event means any event or circumstance beyond the reasonable control of the Company including, without limitation, act of God, governmental action, war or national emergency, act of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-out, strike or other labour dispute (whether or not relating to either party’s workforce), or restraint or delay affecting carriers, or the inability to obtain, or delay in obtaining, supplies of adequate or suitable materials.
19.2 If the Force Majeure Event continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract and condition 11.3 shall apply.

17. SEVERANCE
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall be deemed modified to the extent necessary to make it valid, legal and enforceable. If such modification is not possible, that provision or part- provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

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

19. VARIATION
19.1 Subject to condition 19.2, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the parties.
19.2 The Company may unilaterally amend these Conditions by giving the Buyer not less than one month’s notice.

20. THIRD PARTY RIGHTS
This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Contract.

21. NOTICES
21.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other postal or email address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, or email.
21.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 21.1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or, if sent by email, one Business Day after transmission (provided a delivery or read receipt is received by the sender).
21.3 The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.

22. LAW OF CONTRACT
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be construed according to and governed by English Law, and the parties irrevocably submit to the jurisdiction of the courts of England.

Last updated: February 2021