amamus terms and conditions
Updated 6th June 2023
The Customer’s attention is particularly drawn to the provisions of clause 16 (Limitation of liability).
The following definitions and rules of interpretation apply in these Conditions.
“Amamus” Amamus Ltd registered in England and Wales with company number 07847285.
“Amamus Standards” Amamus’ service standards, as set out at this link.
“Business Day” a day other than a Saturday, Sunday or public holiday in England.
“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day.
“Coffee” means the coffee specified in the Customer’s Order.
“Coffee Terms” means the special terms signed by the parties for the ongoing supply of Coffee.
“Commencement Date” has the meaning given in clause 2.4 (Commencement).
“Conditions” these terms and conditions as amended from time to time in accordance with clause 20.8 (Variation).
“Contract” the contract between Amamus and the Customer for the supply of Goods and/or Services in accordance with these Conditions, and where applicable the Coffee Terms.
“Contract Year” each 12 month period, starting on the Commencement Date and each anniversary of the Commencement Date.
“Customer” the person or organisation who purchases the Goods and/or Services or Goods and Services from Amamus.
“Delivery Location” has the meaning given in clause 6.3 (Delivery).
“Equipment” the equipment specified in the Order.
“Force Majeure Event” has the meaning given to it in clause 19 (Force Majeure).
“Goods” the Coffee, Equipment, sundries, cleaning products, and any other goods (or any part of them) set out in the Order.
“Installation Services” means the services and activities associated with the installation of the Equipment, as further described in the Quotation.
“Maintenance and Care Services” means the maintenance and care services for the Equipment, as set out in the Order.
a) where the Customer orders:
ii) a trial of Equipment;
iii) any Services; and/or
iv) an extended manufacturer’s warranty;
the Customer’s written acceptance of Amamus’s Quotation, in which case the Order will be deemed to include the terms of that Quotation; and
b) where the Customer orders:
i) coffee, on either a one-off or subscription basis; and/or
ii) any sundries or cleaning products,
the Customer’s email requesting such items.
“Project Management Services” means the project management services set out in the relevant Quotation.
“Quotation” means Amamus’s quotation, as provided to the Customer from time to time.
“Services” the Installation Services, Training Services, Maintenance and Care Services and/or Project Management Services, as applicable.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference 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.
1.2.4 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.
1.2.5 A reference to writing or written includes email.
1.2.6 In the event of any conflict or ambiguity between any:
(a) provision in the Coffee Terms (where applicable) and any provision contained in these Conditions, an Order, and/or Amamus Standards, the provision of the Coffee Terms shall take precedence;
(b) provision contained in these Conditions and any provision contained in the Order and/or Amamus Standards, the provision of these Conditions shall take precedence; and
(c) provision contained in the Order and any provision contained in the Amamus Standards, the provision of the Order shall take precedence.
2. Basis of contract
2.1 Where the parties have entered into the Coffee Terms, clause 2.2 (but not clauses 2.3 and 2.4) will apply to the Contract, and where the parties have not entered into the Coffee Terms, clauses 2.3 and 2.4 (but not clause 2.2) will apply to the Contract.
2.2 The Contract will come into existence when each Party has signed the Coffee Terms. The Coffee Terms incorporates these Conditions. Each Order placed by the Customer will be subject to these Conditions and the Coffee Terms.
2.3 The Order constitutes an offer by the Customer to purchase Goods and/or Services or any combination thereof, in accordance with these Conditions.
2.4 The Order shall only be deemed to be accepted when Amamus issues written acceptance (which may include issuing an invoice for Equipment or a sales order confirmation for other Goods, or otherwise by email) of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.5 The Amamus Standards describes in further detail the Goods and Services provided by Amamus and the way in which Amamus provides such Goods and/or Services. Amamus may update the Amamus Standards from time to time to reflect changes made to the Goods and Services and/ or the way in which Amamus provides the Goods and Services.
2.6 Any samples, drawings, descriptive matter or advertising issued by Amamus and any descriptions of the Goods or illustrations or descriptions of the Services contained on Amamus’s website are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. Unless expressly stated, they shall not form part of the Contract nor have any contractual force.
2.7 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.
2.8 Any Quotation given by Amamus shall not constitute an offer, and is only valid:
2.8.1 for the period set out in the Quotation; or
2.8.2 where no such period is set out, for a period of 48 hours from when it is issued.
2.9 All of these Conditions shall apply to the supply of all of the Goods and Services, as well as any other goods and/or services provided by Amamus except where application to a specific Good and/or Services is specified.
2.10 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.
3. Coffee, cleaning products and sundries
3.1 The Coffee available at any given time is set out on Amamus’s coffee offer list and may be updated from time to time.
3.2 Where the Customer has ordered Coffee on a subscription basis, the Customer may change which Coffee it receives by giving at least one calendar months’ written notice to Amamus.
3.3 Amamus may, from time to time and at its discretion, provide samples of Coffee in accordance with the Amamus Standards. Amamus may, with the Customer’s written agreement, charge for such samples.
3.4 Amamus may provide other goods, including sundries and cleaning products, from time to time in accordance with the Amamus Standards. Amamus’s website will set out which sundries, cleaning products and other goods are available, and the charges for these will be set out on Amamus’s website. Certain sundries and cleaning products will be delivered directly from the manufacturer of such products, as further detailed in the Amamus Standards. Amamus’ website will set out the delivery charges for such products.
4.1 Amamus will provide guidance and information on the potential equipment which could be purchased by the Customer, however, it is the Customer’s responsibility to ensure that the Equipment meets its specification and requirements.
4.2 The Equipment is as described in the Quotation. The Equipment, and the specification for the Equipment, may not be amended after the Order has been accepted by Amamus.
4.3 Amamus reserves the right to amend the specification for the Equipment (as set out in the Quotation) if required by the Equipment manufacturer, provided any such changes will not materially impact the use, functionality or design of the Equipment.
5. Trials and demonstrations
5.1 The parties may, from time to time, agree a demonstration of certain equipment in accordance with the Amamus Standards.
5.2 Where the Customer requests an on-site trial of the equipment, and where Amamus can provide that trial, Amamus will provide a Quotation for the trial.
5.3 Amamus will set-up the Equipment in the Customer’s premises for the period set out in the Order and will demonstrate the use of the Equipment to the Customer.
5.4 Amamus will pick up the Equipment at the end of the period set out in the Order. The Customer will ensure that the Equipment is available for collection by Amamus and will arrange for access to the Customer’s premises.
5.5 The Customer will be responsible for any loss, theft, damage or destruction of the Equipment during the trial period. The Customer will indemnify Amamus on demand for all and any costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs) arising from any loss, theft, damage or destruction of the Equipment during the trial period.
6. Delivery of Goods
6.1 The Goods will be delivered in accordance with the Amamus Standards and the Quotation.
6.2 Where the Order specifies that:
6.2.1 the Customer will receive Coffee in 5 kilogram tubs, the Customer shall make any such tubs available for collection at such times as Amamus reasonably requests; and
6.2.2 where the Customer receives 2.5 kilogram bags, the Customer will return empty bags to Amamus at the Customer’s expense.
6.3 Amamus shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
6.4 Delivery of the Goods shall be completed on the completion of the unloading of the Goods at the Delivery Location.
6.5 If the Customer fails to take delivery of any Goods then, except where that failure or delay is caused by Amamus’ failure to comply with its obligations under this Contract or a Force Majeure Event:
6.5.1 delivery of the relevant Goods shall be deemed to have been completed at the date and time Amamus attempted to deliver the relevant Goods; and
6.5.2 Amamus shall store the relevant Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance and storage fees).
6.6 Where the Customer fails to take delivery of any Goods in accordance with clause 6.5, the parties will agree redelivery in writing (which will be subject to additional charges).
6.7 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Amamus shall not be liable for any delay in delivery of, or failure to deliver, the Goods to the extent that such delay or failure is caused by a Force Majeure Event, a delay by Amamus’ suppliers or manufactures, or the Customer’s failure to provide Amamus with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.8 If Amamus 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 relevant Goods.
6.9 If the Customer fails to accept delivery of the Goods, then except where such failure or delay is caused by a Force Majeure Event or by Amamus’ failure to comply with its obligations under the Contract in respect of the Goods, delivery of the Goods shall be deemed to have been completed at the time Amamus attempted delivery.
6.10 Amamus 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. Taste Guarantee
7.1 Subject to clause 7.2, if for any reason the Customer is unhappy with its first delivery of a specific type of Coffee, Amamus will replace that Coffee with a suitable alternative (the “Taste Guarantee”).
7.2 Where the Customer wishes to invoke the Taste Guarantee the Customer shall contact Amamus in writing at firstname.lastname@example.org within one week of the delivery date:
7.2.1 requesting that the Coffee is collected (at the Customer’s cost);
7.2.2 setting out the reason why a replacement is requested; and
7.2.3 specifying the requested replacement Coffee.
7.3 Clause 7.1 will not apply to:
7.3.1 any samples supplied to the Customer;
7.3.2 to coffee types and/or blends which have previously been supplied to the Customer; or
7.3.3 to orders of over 10 kilograms.
7.4 Amamus will not provide a refund for the Coffee under the Taste Guarantee, regardless of whether the replacement coffee is priced (per kilo) at a lower price than the original Coffee.
7.5 Where the replacement Coffee is priced (per kilo) at a higher price than the original Coffee, the Customer will pay the price difference to Amamus.
8. Quality of Equipment
8.1 Clauses 8.2 to 8.8 shall not apply where the Customer has entered into a finance arrangement in accordance with clause 14 (Finance). Where the Customer has entered into a finance arrangement, any warranties in respect of the Equipment will be set out in the terms of the relevant financing agreement.
8.2 Amamus warrants that on delivery the Equipment will:
8.2.1 conform in all material respects with the description set out in the Quotation;
8.2.2 be free from material defects in design, material and workmanship; and
8.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
8.2.4 be fit for any purpose held out by Amamus.
8.3 Subject to clause 8.4, if:
8.3.1 the Customer gives notice in writing to Amamus within a reasonable time of discovery that some or all of the Equipment does not comply with the warranty set out in clause 8.2;
8.3.2 Amamus is given a reasonable opportunity of examining such Equipment; and
8.3.3 the Customer (if asked to do so by Amamus) returns such Equipment to Amamus’s place of business at the Customer’s cost,
Amamus shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full.
8.4 Amamus shall not be liable for the Equipment’s failure to comply with the warranty set out in clause 8.2 if:
8.4.1 the Customer makes any further use of such Equipment after giving a notice in accordance with clause 8.3;
8.4.2 the defect arises because the Customer failed to follow Amamus’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice regarding the same;
8.4.3 the Customer alters or repairs such Equipment without the written consent of Amamus; or
8.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working Condition.
8.5 Except as provided in this clause 8, Amamus shall have no liability to the Customer in respect of the Equipment’s failure to comply with the warranty set out in clause 8.2.
8.6 These Conditions shall apply to any repaired or replacement Equipment supplied by Amamus.
9. Support, Maintenance and Training
9.1 Where the Order states that Amamus shall provide Maintenance and Care Services, Amamus will provide such services in accordance with the Amamus Standards, and as set out in the Quotation. The Maintenance and Care Services will be provided for the term set out in the Order.
9.2 Amamus may from time to time agree to provide Training and Project Management Services to the Customer. Any Training and Project Management Services will be provided at the Customer’s cost in accordance with the Amamus Standards, and as set out in the Quotation.
9.3 The Services will be provided by Amamus with reasonable care and skill and in accordance with good industry practice.
9.4 Amamus will pass on the benefit of any warranties provided by the manufacturer of the Equipment, and will provide the Customer with written details of such warranties. Where the Customer wishes to purchase an extended warranty from the manufacturer of the Equipment, Amamus will facilitate the purchase of the extended warranty, and pass the benefit of such warranty onto the Customer.
9.5 Where the Customer has a warranty or extended warranty in place with a manufacturer, and also procures Maintenance and Care Services from Amamus, Amamus will use reasonable endeavours to facilitate any claims under the manufacturer’s warranty in accordance with the Amamus Standards but will not be responsible for carrying out, arranging, or paying for repairs which fall under such warranty. Amamus will use its best endeavours to coordinate both scheduled and unscheduled maintenance activities with the manufacturer under such warranty, but cannot control when the manufacturer will attend the Customer’s premises.
9.6 Where the Customer does not wish to procure Maintenance and Care Services from Amamus, Amamus will provide the details of any manufacturer warranties, but will not provide any further coordination services or support to the Customer.
10. Title and risk
10.1 Clauses 10.2 to 10.7 shall not apply where the Customer has entered into a finance arrangement in accordance with clause 14 (Finance). Where the Customer has entered into a finance arrangement, the risk and title in the Equipment will pass to the finance provider in accordance with the terms of the relevant financing agreement.
10.2 Otherwise, the risk in the Goods shall pass to the Customer on completion of delivery.
10.3 Subject to clause 10.4, title to the Goods shall not pass to the Customer until the earlier of:
10.3.1 Amamus receives payment in full (in cash or cleared funds) for all of the Goods under the Contract; and
10.3.2 the Customer resells the Goods, in which case (subject to clause 10.4) title to the Goods shall pass to the Customer at the time specified in clause 10.6.
10.4 Title to any Equipment which is provided on a trial basis in accordance with clause 5 (Trials and demonstrations), will not pass to the Customer.
10.5 Until title to the Goods has passed to the Customer, the Customer shall:
10.5.1 store the Goods in accordance with the requirements set out in the Amamus Standards and separately from all other goods held by the Customer so that they remain readily identifiable as Amamus’s property;
10.5.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
10.5.3 maintain the Goods in satisfactory Condition and keep them insured against all risks for their full price on Amamus’s behalf from the date of delivery;
10.5.4 notify Amamus immediately if it becomes subject to any of the events set out in clause 17.2.2 and clause 17.2.3 (Financial distress); and
10.5.5 give Amamus such information as Amamus may reasonably require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Customer.
10.6 Subject to clause 10.7, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Amamus receives payment for the Goods. However, if the Customer resells the Goods before that time:
10.6.1 it does so as principal and not as Amamus’ agent; and
10.6.2 subject to clause 10.4, title to the Goods shall pass from Amamus to the Customer immediately before the time at which resale by the Customer occurs.
10.7 At any time before title to the Goods passes to the Customer, Amamus may require the Customer to deliver up all Goods in its possession that have not been used 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.
11. Installation Services
11.1 Where the Order states that Amamus shall provide Installation Services for the Equipment, Amamus will provide such services in accordance with the Amamus Standards. Amamus will agree a date for the Installation Services with the Customer in writing in advance.
11.2 Amamus may undertake a site visit in accordance with the Amamus Standards, and the Customer will facilitate such visit on Amamus’ request.
11.3 Amamus will not provide plumbing, electrical or joinery services for the installation of the Equipment. The Customer must ensure the relevant area is prepared, and that it has complied with the requirements set out in the Amamus Standards.
11.4 If Amamus is unable to provide the Installation Services because the Customer has not complied with the obligations set out in the Amamus Standards, the Customer will remain responsible for the fees for the Installation Services. Amamus will provide a new Quotation for the revised Installation Services and the Customer will pay the fees for the repeated Installation Services.
12. Customer’s obligations
12.1 The Customer shall:
12.1.1 ensure that the terms of the Order and any information it provides to Amamus are complete and accurate;
12.1.2 comply with all obligations set out in the Amamus Standards which are relevant to the Goods and Services provided by Amamus to the Customer;
12.1.3 co-operate with Amamus in all matters relating to the Services;
12.1.4 provide Amamus, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Amamus to provide the Services;
12.1.5 provide Amamus with such information and materials (including photographs of the area in which the Equipment will be installed) as Amamus may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
12.1.6 prepare the Customer’s premises for the supply of the Services;
12.1.7 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; and
12.1.8 comply with all applicable laws, including health and safety laws.
12.2 If Amamus’ 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):
12.2.1 without limiting or affecting any other right or remedy available to it, Amamus 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 Amamus’s performance of any of its obligations;
12.2.2 Amamus shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Amamus’s failure or delay to perform any of its obligations as set out in this clause 12.2; and
12.2.3 the Customer shall reimburse Amamus on written demand for any costs or losses sustained or incurred by Amamus arising directly or indirectly from the Customer Default.
13. Charges and payment
13.1 Where the parties have entered into the Coffee Terms, the price for Coffee will be set out in the Coffee Terms.
13.2 Subject to clause 13.1, the price for:
13.2.1 the Equipment, any trial of Equipment and/or any Installation Services shall be the price set out in the Quotation;
13.2.2 the Coffee, any sundries and/ or cleaning products will be provided to the Customer by email, or if no price is provided, will be the price set out in Amamus’s coffee offer list as at the date of the Order; and
13.2.3 all other Goods and/or Services shall be the price set out in the Quotation, or as notified to the Customer by Amamus in writing prior to the commencement of those Services.
13.3 Any packaging and delivery costs for the Goods will be set out in the Quotation and/or will be provided to the Customer by email.
13.4 Amamus reserves the right to increase the charges for the Coffee and Maintenance and Care Services from time to time by providing one months’ prior written notice to the Customer.
13.5 Subject to clause 13.6, in respect of the Goods (other than the Equipment) Amamus shall invoice the Customer following delivery of those Goods. In respect of the Equipment, Amamus shall invoice the Customer, and the Customer shall pay such invoice, prior to Amamus ordering such Equipment from the manufacturer. Amamus will invoice for any extended manufacturer’s warranty on an annual basis in advance.
13.6 Where the Customer is financing the Equipment in accordance with clause 14 (Financing), Amamus will invoice the finance provider following installation of the Equipment. Notwithstanding any financing arrangements, the Customer will remain liable for the charges for the Equipment if the finance provider fails to pay Amamus. If Amamus does not receive payment from the finance provider, Amamus will be entitled to invoice the Customer for the relevant charges directly.
13.7 Subject to clause 13.8, in respect of the Services Amamus shall invoice the Customer prior to the delivery of those Services.
13.8 Amamus may, at its discretion, invoice for the Maintenance and Care Services following the completion of any repairs undertaken by the engineer (which may include any costs for replacement parts).
13.9 The Customer shall pay each invoice submitted by Amamus:
13.9.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by Amamus and confirmed in writing to the Customer; and
13.9.2 in full and in cleared funds to a bank account nominated in writing by Amamus, and
time for payment shall be of the essence of the Contract.
13.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Amamus to the Customer, the Customer shall, on receipt of a valid VAT invoice from Amamus, pay to Amamus such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
13.11 If the Customer fails to make a payment due to Amamus under the Contract by the due date, then, without limiting Amamus’s remedies under clause 17, 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 13.11 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%.
13.12 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).
14. Equipment Financing
14.1 The Customer may, at its option, enter into a financing arrangement in respect of the Equipment.
14.2 The Customer will notify Amamus of such financing arrangement in writing in advance of placing the relevant Order.
15. Data Protection & Confidentiality
15.2 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 or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.3.
15.3 Each party may disclose the other party’s confidential information:
15.3.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
15.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.4 No party shall use any 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.
16. Limitation of liability
16.1 References to liability in this clause 16 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
16.2.1 death or personal injury caused by negligence;
16.2.2 fraud or fraudulent misrepresentation; and
16.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
16.3 Subject to clause 16.2, Amamus’ total liability to the Customer in each Contract Year shall not exceed an amount equal to the amounts actually paid to Amamus by the Customer in that Contract Year.
16.4 Amamus will not be liable to the Customer for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill and indirect or consequential loss.
16.5 Amamus has given commitments as to compliance of the Goods and Services with relevant specifications in these Conditions.
16.6 This clause 16 shall survive termination or expiry of the Contract.
17.1 Once accepted in accordance with clause 2.4, Orders cannot be cancelled or terminated (other than in accordance with clause 17.2).
17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
17.2.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
17.2.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.2.3 the other party’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.
17.3 Without affecting any other right or remedy available to it, Amamus 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.
17.4 Without affecting any other right or remedy available to it, Amamus may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Amamus 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 17.2.2 and clause 17.2.3 (Financial Distress), or Amamus reasonably believes that the Customer is about to become subject to any of them.
18. Consequences of termination
18.1 On termination of the Contract:
18.1.1 the Customer shall immediately pay to Amamus all of Amamus’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Amamus shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
18.1.2 the Customer shall return all of the Goods which have not been fully paid for, and any materials provided to the Customer by Amamus. If the Customer fails to do so, then Amamus 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 this Contract.
18.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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.
18.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
19. Force majeure
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 events, circumstances or causes beyond its reasonable control (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 4 weeks, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.
20.1 Assignment and other dealings
20.1.1 Amamus 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.
20.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Amamus.
20.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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
(b) sent by email to the:
(i) for Amamus: email@example.com; and
(ii) for the Customer: the addressed used by the Customer to place Orders.
20.2.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(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
(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.
20.2.3 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.
20.3 Severance. 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 or part provision of the Contract is deemed deleted under this clause 20.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
20.4.1 Except as set out in clause 2.10 (Customer waiver), 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.
20.4.2 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.
20.5 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.
20.6 Entire agreement.
20.6.1 The Contract constitutes the entire agreement between the parties.
20.6.2 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.
20.7 Third party 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.
20.8 Variation. Amamus may update or amend these Conditions from time to time, and such variation will apply to all new Orders placed by the Customer. 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).
20.9 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.
20.10 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.