on your property or obtained against you, a notice of enforcement is served against you or control is taken of your goods pursuant to Schedule 12 of the Tribunals, Courts and Enforcement Act 2007, or you fail to observe or perform any of your obligations under the Contract or any other contract between you and us or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; (c) you encumber or in any way charge any of the Goods; (d) if you are an individual, a receiver is appointed under the Mental Health Act 1983, or you become a patient under any mental health legislation or otherwise become incapable of managing your affairs or upon your death; (e) any similar event to any of those described above takes place in relation to you or any of your assets in any jurisdiction other than England or Wales; or you terminate or serve notice to terminate the Contract. 7. Price and Payment 7.1. The price for the Goods is set out in our standard price list in force at the time of formation of the Contract. The price for the Goods is exclusive of value added tax, any other applicable taxes, duties and/or tariffs, all of which are payable by you in addition. 7.2. Subject to Conditions 7.3 and 7.4, the Total Contract Price is due in full in cleared funds in pounds sterling and without deduction or counterclaim within thirty (30) days of the end of the month in which our invoice is issued, irrespective of wither Delivery has taken place. Time of payment is of the essence of the Contract. 7.3. We reserve the right to require advance payment or security for payment at any time should we have any concerns regarding your financial circumstances. 7.4. All amounts due under or in connection with this Contract can, upon written request from us (such consent not to be unreasonably withheld) be set off against sums that are from time to time owed from us to you. 7.5. Payment of the Total Contract Price shall become immediately due and payable on demand: (a) if there is any breach by you of the Contract; (b) if any of the events detailed in Condition 6.5. occur; or (c) on termination of the Contract by us under Condition 10.2. 7.6. If payment of the Total Contract Price (or any part of it) is not made on or before the due date, we will be entitled: (a) to charge you interest on the overdue amount, such interest to be payable immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the base rate for the time being of Barclays Bank PLC. Such interest shall accrue on a daily basis and be compounded quarterly; and (b) to suspend work on the Contract and/or any deliveries to you until we receive payment in full in cleared funds of the outstanding monies. As an alternative to exercising our right under Condition 7.5(a), we reserve the right to claim interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 if payment of the Total Contract Price (or any part of it) is not made on or before the due date. 8. Warranty 8.1. We warrant to you that the Goods will: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and (b) be reasonably fit for purpose. 8.2. We will not be liable for any breach of any of the warranties in Condition 8.1 unless: (a) where a defect is considered to be an obvious defect you notify us of the alleged defect within 7 days of the date of Delivery. For the purposes of condition 8.2 an “obvious defect” shall be a defect that is visible or easily detectable; (b) where the defect is not considered to be an obvious defect you notify us of the alleged defect within 6 months of the date of Delivery; and (c) at our request you return to us or allow us to inspect at your premises the allegedly defective Goods. 8.3. Subject to Conditions 8.2 and 8.4, if we find any Goods do not conform to any of the warranties in Condition 8.1, we will (at our option and as your sole remedy) repair or replace or issue you with a credit note for the Goods in question. 8.4. We will not have any liability to you for any breach of any of the warranties in Condition 8.1 if: (a) you have not complied with your obligations under clause 8.2; (b) if the defect in question was drawn to your attention prior to the formation of the Contract; (c) the defect in question was caused or aggravated by your act or omission or the act or omission of your representative or customer, including improper use, handling, installation or storage or any modification to or alteration of the Goods; or (d) the defect in question was caused by normal wear and tear; or (e) you continue to use the Goods in question after discovering the defect.
Any Goods which we repair or replace under Condition 8.3 will be warranted on the terms set out in Condition 8.1. 9. Limitation of Liability 9.1. Subject to Condition 9.2: (a) our total liability to you under and/or in connection with the Contract (whether arising in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise) shall not exceed the Total Contract Price; (b) we will not be liable to you for: (i) any economic loss including any loss of contracts, business, revenue, profits, goodwill, opportunity or anticipated savings; or (ii) any indirect or consequential loss or damage of any kind; and (c) save as expressly provided in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded. 9.2. Nothing in these Conditions limits or excludes our liability for any matter in respect of which it would be illegal or unlawful to do so. We will have no liability for any delay or failure in performing our obligations under the Contract to the extent caused by your act or omission. 10. Termination 10.1. Subject to Condition 10.2 you may only terminate the Contract by agreement in writing with us and subject to you paying us any and all costs, charges and expenses incurred by us in connection with the Contract up to the date of cancellation. 10.2. Either party may terminate the Contract immediately at any time if: (a) the other party commits any material] breach of the Contract and fails to remedy such breach (if capable of remedy) within 30 days of receiving a written notice of the breach; or (b) any of the events listed in Condition 6.5 occur. Conditions 1, 4, 5, 6, 7.5(a), 7.6, 8, 9, 12 and this Condition 10.3 will survive discharge or termination of the Contract. 11. Intellectual Property Rights 11.1. Nothing in the Contract shall have the effect of granting or transferring to or vesting in the you any intellectual property rights in the Goods. If you become aware of any threat, claim or allegation that the Goods (or any of them) infringe the intellectual property rights of any person, you shall promptly inform us of the same and shall, at our request, take such action at our costs to assist us to defend such threats, claims or allegations as we may reasonably require. 12. Confidential Information You shall treat all business information, designed, drawings, procedures, instructions, documents and other information of a confidential nature of any kind supplied or communicated by us to you from time to time as strictly confidential and, except to the extent that such information is already available in the public domain, shall not without the prior written consent of a duly authorised person on our behalf, disclose or part with possession of any such information or copies thereof or use the same other than as may have been expressly permitted by us. 13. Health and Safety 13.1. Subject to Conditions 13.2 and 13.3, all Goods shall be manufactured in compliance with any applicable British Standards. 13.2. In accordance with the Health and Safety at Work Act 1974, we shall in so far as is reasonably practical manufacture, stock, distribute and sell Goods that will be safe and without risks to health. You acknowledge that within the scope of the Health and Safety at Work Act 1974, some Goods supplied by us to you from time to time may be deemed hazardous. You will and will procure that all users of the Goods will ensure that any instructions outlined in product data sheets or label warnings or instructions of use provided with such Goods are adhered to. 14. General 14.1. The Contract is personal to you and may not be assigned, transferred or otherwise disposed of by you in whole or in part without our prior written consent. We may assign, transfer, charge, subcontract or otherwise deal in any other manner with the Contract or any of our rights under it. 14.2. We reserve the right, without liability to you, to suspend, delay or cancel performance of the Contract or any part thereof or reduce the volume of Goods to be supplied to you if at any time we are prevented from or delayed in carrying out our obligations under the Contract due to any circumstances beyond our reasonable control (a “Force Majeure Event”) including, acts of God, governmental actions, war or national emergency, act of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our workforce), restraints or delays affecting carriers or any inability or delay in obtaining supplies of adequate or suitable materials. 14.3. Any failure or delay by us in enforcing any of our rights under the Contract is not a waiver of such rights. A waiver must be in writing and signed by our duly
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