Terms & Conditions
Terms & Conditions
(a) The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company. 12.5 Confidentiality. (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Condition 11.5(b). (b) Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives 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 this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Condition 11.5; and (ii)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. (c) 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 this Contract. 12.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 12.7 Waiver. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 12.9 Notices. (a) 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 address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre- paid first class post or other next working day delivery service, commercial courier, or [[fax or] email]. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by [[fax or] email], one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 12.10 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
12.11 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. 12.12 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 this Contract or its subject matter or formation.
extent that such damages have resulted primarily from the Company’s breach of contract or negligence. Accessory items such as shower hoses and shower handles which are subject to wear and tear are limited to 1 year guarantee, internal cartridges are also subject to lime scale build –up and as such are also limited to a 5 year guarantee.
its business; or (d) the Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. 10.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in Condition 10.1, or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment. 10.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment. 10.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest. 10.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. 10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9 Company’s liability
9.1 Nothing in these terms shall exclude or restrict the Company’s liability: (a) For death or personal injury resulting from the Company’s negligence; or (b) For fraud or fraudulent misrepresentation; or (c) Under section 2 (3) Consumer Protection Act 1987; or (d) For any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability. 9.2 Subject to Condition 9.1, the Company shall not be liable for misrepresentation (unless fraudulent) or in contract, tort (including negligence or breach of statutory duty) or otherwise, howsoever and whatever the cause thereof for: (a) Any financial loss or any liability the Buyer may have to a third party, or any loss of profit, business, contracts, revenues, anticipated savings, reputation or goodwill (whether such losses or liabilities are direct or indirect), and/or (b) Any special, indirect or consequential loss or damage of any nature whatsoever, howsoever caused. 9.3 The Buyer will unconditionally, fully and effectively indemnify the Company against all losses, damages, penalties and costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in any settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that such losses, damages, penalties, costs and expenses are due to the Company’s negligence. 9.4 Subject to Conditions 9.1 and 9.2, in any event the Company’s total liability for any one claim or the total of all claims arising from any one act of default on the Company’s part (whether arising from the Company’s negligence or otherwise) shall not exceed twice the amount of the price payable under this Contract.
11 Force majeure
11.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
12 General
12.1 Entire agreement. (a) This Contract contains the entire agreement between the Company and the Buyer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) The Buyer acknowledges that it has not relied upon any statement, promise, representation, assurance or warranty (whether made innocently or negligently) made or given on behalf of the Company which is not set out in this Contract. (c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. (d) Nothing in this Condition shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 12.2 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law (subject always to clause 8.1 and save for the conditions implied by section 12 of the Sales of Goods Act 1979). 12.3 Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the consumer
10 Termination
10.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if: (a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [NUMBER] days of that party being notified in writing to do so; (b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of
are not affected by these terms. 12.4 Assignment and other dealings.
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