amamus terms and conditions
Updated 19th October 2021
1. Application of Terms and Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the Order which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Additional Terms”||means any terms set out (if any) in the Additional Terms schedule to the Concierge Service Agreement;|
|“Business Day”||means any day other than a Saturday, Sunday or bank holiday;|
|“Commencement Date”||means the commencement date for the Contract as set out in the Order;|
|“Concierge Service”||means the concierge service available to certain Customers the details of which have been supplied and which are available to Customers (at the Supplier’s discretion) if the Supplier is being used exclusively;|
|“Concierge Service Agreement”||means the agreement between the Customer and Supplier, setting out the Concierge Service and any Additional Terms;|
|“Confidential Information”||means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);|
|“Contract”||means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;|
|“Contract Price”||means the price stated in the Contract payable for the Goods;|
|“Customer”||means the customer of the Supplier who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;|
|“Delivery Charge”||means the amount payable by the Customer, if any, as set out in the Order, for the delivery of the Goods;|
|“Delivery Date”||means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;|
|“Events”||means an event or tasting event hosted by the Supplier;|
|“Goods” or “Equipment”||means the goods or equipment (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions as set out in the Order;|
|“Installation”||means the installation of any Goods by the Supplier’s personnel or contractors at the Customer’s site or offices;|
|“Installation Requirements”||means the installation requirements directed by the Supplier including that the Customer shall ensure that adequate access and space is available to allow the Supplier to safely install any coffee machines or other Goods in accordance with the Manufacturer’s recommendations, or as otherwise reasonably requested by the Supplier in any specification document supplied to the Customer by the Supplier;|
|“Invoice”||means an invoice from the Supplier to the Customer setting out the details of an Order;|
|“Lease Hire Arrangements||means the proposal, arrangements and any contractual terms agreed between any leasing or third party financier (“Finance Provider”) who provides leasing or financial arrangements and a Customer in relation to any Goods or Equipment supplied to a Customer;|
|“Manufacturer’s Warranty||means any manufacturer’s warranty pertaining to any Goods or Equipment;|
|“Minimum Order Quantity” or “MOQ”||means a minimum order quantity required by a Customer and to be paid for in full by a Customer to qualify for any volume discounts or reduced prices, or other benefit as set out in the Order or Additional Terms;|
|“Month”||means a calendar month;|
|“Order”||means the order annexed to these terms and conditions:|
|“Prices”||means the prices set out in the Order or Invoice;|
|“Services”||means the Services to be provided to the Customer as set out in the Order;|
|“Supplier”||means amamus Limited, a company registered in England under company number 07847285 whose registered office is at The Workshop, Chilton Manor Farm, Chilton Candover, Alresford, Hampshire, SO24 9TX and includes all employees and agents of amamus Limited;|
|“Taste Guarantee”||means the amamus taste guarantee, if applicable, to any coffee supplied by the Supplier as set out in Clause 4.5 of these Terms and Conditions; and|
|“Training”||means the training, if any, to be delivered by or arranged by the Supplier as set out in the Order.|
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.3 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.4 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
2.5 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.6 a Schedule is a schedule to these Terms and Conditions; and
2.7 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
2.8 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.9 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.10 Words imparting the singular number shall include the plural and vice versa.
3. Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless specifically confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed in writing.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in advance in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
the Supplier’s written acceptance;
delivery of the Goods;
provision of the Services; or
the Supplier’s invoice.
3.4 Any immaterial typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4. The Goods
4.1 No Order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2 The specification for the Goods and any packaging requirements, and any minimum order quantity (“MOQ”) requirements and any Prices shall be set out in the Order and/or Invoice.
4.3 The Customer shall strictly observe all use and maintenance requirements specified by the Supplier or any manufacturer of any Goods and liability shall rest with the Customer in the event of any non-compliance of such requirements.
4.4 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.5 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.6 Where the Customer wishes to invoke the Taste Guarantee the Customer shall contact the Supplier in writing to firstname.lastname@example.org within once week of the delivery date, requesting the collection of the coffee to be returned, at the Customer’s cost, and the reason why such replacement is requested, such notification will also specify the requested replacement coffee. The replacement coffee (if available) will be delivered at the Supplier’s cost. The Taste Guarantee does not apply to samples supplied to the Customer, nor to coffee types/blends previously supplied to the Customer, nor to orders of over 10 kg, nor to any coffee which has been opened or damaged. If the Customer is unsure which replacement coffee to request the Supplier shall in its discretion send up to two samples for the Customer to try, and to select from within 7 days of receipt of the sample or samples. No refunds will be made for replacement coffee which is priced (per kilo) at a lower price than the returned coffee, and any price differential will be charged to the Customer if the replacement coffee is priced (per kilo) at a higher price.
4.7 Subject to Clause 4.6, no Order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier, such agreement not to be unreasonably withheld, on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.
5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the Order.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the Order.
5.3 The Supplier shall use reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
5.4 If any Customer has elected to accept the Concierge Service they shall observe all of the Supplier’s conditions associated with the Concierge Service (including free or price- discounted Events) and comply in full with the obligations and requirements set out in the Concierge Service Agreement or Additional Terms and comply with all MOQ and other conditions in order to retain any discounts or other benefits (“Concierge Service Benefits”), which may, at the Supplier’s discretion be removed at any time.
5.5 The Supplier will use its best endeavours to replace the mains water filter and will descale certain supplied coffee machines (eg the Jura machines) (“Annual Maintenance”) only where such machines have been supplied by the Supplier and installed by the Supplier, and the Customer has accepted the Concierge Service, and where such machines have been carefully used and maintained in strict accordance with all manufacturer’s or Supplier’s requirements. In the event that this is not the case the Supplier reserves the right to charge for such Annual Maintenance at the Supplier’s standard pricing. For the avoidance of doubt parts shall always be chargeable and payable by the Customer as Invoiced by the Supplier. Labour charges may be waived at the Supplier’s discretion where the Concierge Service is adopted and the relevant machine has been supplied by the Supplier.
5.6 If any Customer has requested any Lease Hire Arrangements they shall comply in every respect with any associated terms and fulfil all obligations to any relevant Finance Provider, and shall indemnify the Supplier in full in respect of any non-compliance of any directions specified in writing and notified to the Customer and the time of delivery which creates a liability for the Supplier as a result of such non-compliance.
5.7 The Customer shall comply in all respects with any Manufacturer’s Warranty relating to any Equipment or Goods, and shall indemnify the Supplier in full in respect of any non-compliance of any directions specified in writing and notified to the Customer and the time of delivery, in the event that such non-compliance creates a liability for the Supplier as a result.
5.8 Any optional extended Warranty period or machine service costs purchased by a Customer may, at the Supplier’s discretion, be split over the period of 12 months, in instalments fixed by the Supplier (“Instalments”). Any such Instalments may be added at the Supplier’s discretion to Invoices payable by the Customer for Goods or Services. In the event that the Customer ceases to pay by Instalments or does not extend the warranty then any prepaid sums which would otherwise be refundable to the Customer shall, subject to set off of any sums due to the Supplier, be repaid to the Customer, as soon as reasonably practicable, once the Supplier’s administration fee to reimburse the Supplier for the management time required to address the issue has been deducted.
5.9 Installation of any coffee machines shall be chargeable to the Customer and payable by them at £250 plus VAT unless otherwise agreed in advance with the Supplier. In the event that Installation is requested the Customer shall ensure that adequate access and space is available to allow the Supplier to safely install any coffee machines or other Goods in accordance with the Manufacturer’s recommendations, or as otherwise reasonably requested by the Supplier to meet the Installation Requirements. In the event that the Installation Requirements are not met then the Customer shall pay the Supplier £250 plus VAT to cover the costs of the abortive Installation.
5.10 Pre-Installation site visits may be requested, upon reasonable written notice, by the Customer. If the Supplier agrees to such a pre-Installation Site visit and they are booked and then cancelled by the Customer, or are aborted on the day then the Supplier reserves the right to charge the Customer a call out charge to cover the Supplier’s time and travel costs.
5.11 Training may be supplied by the Supplier to a reasonable number of Customer staff or other personnel, on the day of Installation only, or as set out in the Order.
5.12 The Supplier may, at its discretion, rent or loan equipment to Customers in certain circumstances, where requested by the Customer. In such cases the Customer shall insure (providing written proof to the Supplier immediately upon request) such items to their full replacement value, treat them well and look after them, and observe all reasonable requests of the Supplier in relation to their treatment, maintenance and use and shall return all such items in full working order (reasonable wear and tear excepted) promptly upon request.
6.1 The price of the Goods and Services shall be the price listed in the Supplier’s Order or Invoice, or if not specified in the Supplier’s current at the date of acceptance of the Customer’s Order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 The Supplier reserves the right, by giving reasonable written notice to the Customer at any time before delivery or provision, to increase the Prices of the Goods and/or Services to reflect any increase in the cost to the Supplier as a result of the MOQ or other requirements notified by the Supplier not being met and adhered to by the Customer, or which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions. In the event that the Customer does not accept such Price increase for Goods and/or Services they may, upon 5 Business Days written notice, and subject to these Terms and Conditions, cancel the order.
6.3 A certain number of display materials, coffee tasting cards or other items (including logoed or branded compostable coffee bags) may, at the Supplier’s discretion, be provided free of charge to Customers but may be charged at the Supplier’s standard prices at any time as set out on the Supplier’s website or price lists supplied to the Customer.
6.4 Except as otherwise stated under the terms of any Order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of packaging and transport.
6.5 The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier, subject to the Customer’s receipt of a valid invoice therefor.
7.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
7.2 The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 30 days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract or specified in the Order. When supplying Goods (including machines or other hardware or equipment) the Supplier shall invoice the Customer for the Goods as soon as reasonably practicable following receipt of the Order and payment must be made in full by the Customer before the Goods will be delivered to the Customer.
7.3 Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. Receipts for payment will be issued only upon request.
7.4 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
7.5 If at any time the Supplier, acting reasonably, is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Order or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
8.2 Delivery Charges if payable shall be specified in the Order.
8.3 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier, at a reasonable time, in advance of the Delivery Date upon giving reasonable notice to the Customer.
8.4 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
8.5 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the Order provide the Services expressly identified in the Order.
9. Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
9.2 if the Supplier delivers the Goods and/or provides the Services within the next 10 Business Days thereafter the Supplier shall have no liability in respect of such late delivery; or
9.3 if the Customer gives written notice to the Supplier within 10 Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 10 Business Days after receiving such notice the Customer may cancel the Order and the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided.
10. Risk and Retention of Title
10.1 Subject at all times to clause 12.1, risk of damage to or loss of the Goods shall pass to
the Customer at:
in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Until payment has been made to the Supplier in accordance with these Conditions title shall not pass to the Customer. Until title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, and shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
10.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier where reasonably required, upon reasonable notice, within the Customer’s normal working hours, to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
10.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if: the Customer commits or permits any material breach of its obligations under these Terms and Conditions; the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with its creditors; the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 10 Business Days of such delivery, the Supplier shall at its option: replace the defective Goods within 10 Business Days of receiving the Customer’s notice; or refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
12.2 No Goods may be returned to the Supplier without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s reasonable instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier shall be credited to the Customer .
12.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with reasonable directions given by the Supplier or any competent governmental or regulatory authority.
13. Customer’s Default
13.1 If the Customer fails to make any payment on the due date for any sums due to the Supplier then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: cancel the Order or suspend any further deliveries or provision of Goods and Services to the Customer; appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above Barclays Bank PLC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
13.2 This condition applies if: the either party fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or if either party becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or an encumbrancer takes possession, or a receiver is appointed, of any of its property or assets; or either party ceases, or threatens to cease, to carry on business; or either party reasonably apprehends that any of the events mentioned above is about to occur in relation to it and notifies the other accordingly.
13.3 If sub-Clause 13.2 applies to a party then, without prejudice to any other right or remedy available to the other party, such party shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.1 Neither party will by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the other party’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services, unless set out in writing in the Order.
14.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
14.3 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees, or in the event that the Customer fails to observe the expected maintenance requirements for any Goods or any directions suggested by the Supplier or manufacturer of any Goods as provided in writing to the Customer at the time of delivery of installation of the Goods, or in the event of any breach of the provisions of clause 5.12 by the Customer or breach by the Customer of any Lease Hire Arrangements.
14.4 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
14.5 Neither party shall be liable to the other or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of their obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
14.6 Nothing in these Terms and Conditions excludes or limits the liability of either party for death or personal injury caused by the other’s negligence; or for any matter which it would be illegal for either party to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
14.7 Subject to the remaining provisions of this Clause 14, each party’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and neither party shall be liable to the other for any pure economic loss, loss of profit, loss of business, depletion of goodwill 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.
15.1 Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 12 months after its termination:
15.2 keep confidential all Confidential Information; not disclose any Confidential Information to any other person; not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract; not make any copies of, record in any way or part with possession of any Confidential Information; and ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this sub-clause.
15.3 Either Party may: disclose any Confidential Information to any sub-contractor or supplier of that Party; any governmental or other authority or regulatory body; or any employee or officer of that Party or of any of the aforementioned persons, parties or bodies to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law; and use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
15.4 The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
16.1 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant
to the Contracts (Rights of Third Parties) Act 1999.
21. Law and Jurisdiction
21.1 These Terms and Conditions and the Contract (including any non-contractual matters
and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.