Terms & Conditions

1. Interpretation

Nayati Limited Terms and Condition’s

The Company means Nayati Limited.

The Customer means the customer of the company.

The Contract means any contract for the sale of goods by the Company to the Customer Services Department.

The Goods means any goods forming the subject of this Contract including parts and components of our materials incorporated in them.

Quotations by the Company unless otherwise stated in them shall be open for acceptance within 30 days of the date of the Quotation.

1.1 General: All orders are accepted on the terms, conditions and exclusions herein contained. These terms, conditions and exclusions (either taken as a whole or in part or individually) shall not be varied, nor shall application to any order be excluded or limited in any way whatsoever, except as agreed by Nayati Limited in writing: all special requirements with regard to production, packaging and shipment.

1.2 Payment. Prices are all ex-works and include insurance, but exclude value added tax. All invoice are payable without discount of any kinds in pounds sterling on or before the date stated on the Company’s invoice at the Company’s premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction, or withhold payment for any reasons at all. Time for payment shall be of the essence of the Contract without prejudice to any other rights of the company, if the customer fails to pay the invoice price by the due date, the Customer shall pay interest on any overdue amount from the date on which the payment was due to that on which it is made (whether before or after judgement on a daily basis at the rate of 15% p.a) and reimburse to the Company all of the costs and expenses (including legal; costs) incurred in collection of any overdue amounts. OTHER PAYMENT TERMS AGREED ON LARGE BESPOKE ORDERS (Must be agreed in advance with Directors of Nayati Limited) 35% TO BE PAID WHEN PLACING AN ORDER, 35% TO BE PAID WHEN ORDER IS LOADED ONTO THE CONTAINER TO SHIP FROM FACTORY AND 30% TO BE PAID ON DELIVERY. ANY PURCHASE ORDER PLACED BY THE CUSTOMER MAYBE SUBJECT TO A 25% RE-STOCKING FEE FOR THE TOTAL VALUE OF GOODS ON CANCELATION OF ANY SUCH PURCHASE ORDER.

1.3 A reference to a particular law is a reference to it as it is currently in force by the Government for the time being this takes into account of any amendment, extension, application or re-enactment and will include any subordinate legislation for the time being in force made under it.

1.4 Words in the singular include the plural and in the plural include the singular. 1.5 A reference to one gender includes a reference to the other gender.

1.6 Condition headings are not open to interpretation, they are not affected by the perception of these conditions.

1.7 Any words following the terms including, or in particular include or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, or phrase specifically to those terms.

2. Application of Terms

2.1 Subject to any variation under condition 2.3 the Contract shall be subject to these conditions this will exclude any other form of terms or conditions including any terms or conditions which the Customer tries to imply are valid under any purchase order, confirmation of order, specification or other document.

2.2 No terms or conditions recognised by or delivered with or that may be contained in the Customer’s purchase order, confirmation of order, individual specification or any other form of document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods ordered by the Customer to the Company shall be deemed to be an offer by the Customer to buy either Goods along with related Services subject to the conditions of the company, which the company will reserve the right to accept or decline at its absolute discretion.

2.5 No order placed by the Customer shall be considered as accepted by the Company until a written acknowledgement of the order is issued direct from the Company or the Company delivers the Goods or notifies the Customer that the Goods are ready for collection or the Company tenders the Services to the Customer.

2.6 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate during the buying and selling process.

2.7 Any quotation is given on the basis that the contract itself will not come into existence until the Company despatches a written acknowledgement of order to the Customer. Unless otherwise specified, any quotation is valid for a period of 30 days only from its date, this is providing that the company has not already withdrawn their quotation.

3. Description
3.1 The quantity and description of the Goods or Services shall be as set out in the Company’s

acknowledgement of order received from the customer.

3.2 All samples, drawings, specifications and adverts that have being issued by the Company and any descriptions or illustrations that are included within the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods that the company offers. The contract will not be based on this, along with it not being a sale by sample.

4. Delivery

4.1 Unless otherwise agreed in writing completion and Delivery Dates are not guaranteed, these are a guide given by the company and whilst the Company will make every effort to adhere to proposed timescales, the company uses outside transport contractors for the deliveries meaning that time is not of the essence in any Contract with the Customer. All company deliveries are curb side drop off only. It is the customer’s responsibility to safely receive the goods at the destination. Any problems with delivery that occur at the destination that are not pre-specified by the customer to the company will incur excess charges.

4.2 The Company shall be under no liability whatsoever in the case of any delay in the performance of any order due to reasons of a Force Majeure Event, or as a consequence of this, this also includes any other delay outside of its control including but not limited to events such as labour and civil commotion, natural catastrophe, government restrictions, shortage of customer instructions or lack of instructions provided to the company from the customer.

4.3 Unless otherwise agreed in writing by the Company, Delivery shall take place at the Customer’s place of business. A different delivery address must be provided at the time of order. The company reserves the right to refuse any amendments once delivery arrangements have being made.

4.4 If the Goods are in the possession of the Company on the date the order acknowledgement is issued, the Customer shall take delivery of the Goods within 3 to 5 working days of the Company giving them notice that the Goods are ready for delivery, unless agreed otherwise in writing. If the Goods are not in the possession of the Company on the date the order acknowledgement is issued, the Customer shall then take delivery of the Goods by a Delivery date as agreed in writing between both parties. Delivery of the Services shall be accepted when tendered.

4.5 Should accelerated Delivery be agreed by both parties, the Company shall be entitled to make an extra charge to the standard delivery price to cover any overtime and all other additional costs.

4.6 Unless otherwise agreed in writing, both the parties acknowledge that the terms and conditions of the Company’s Delivery, Cancellations and return of any goods Policy that is available on the Company’s website are incorporated into these terms and conditions of business.

4.7 A standard delivery fee of £35 per item will be included on every order. Special delivery charges are available for Highlands and Islands, Isle of Wight, Isle of Man and Northern Ireland. Details of delivery charges to specific locations will be agreed by both parties at the time of quotation or order.

4.8 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.9 Should the Delivery of the Goods and/or Services be suspended or delayed by the Customer for any reason:

4.9.1 The Company shall be entitled to charge for storage and excess charges caused through last minute changes.

4.9.2 If the suspension or delay extends beyond 30 days the Company shall be entitled to immediate payment for any Services carried out, for any Goods that are ready for delivery, and any other additional costs.

4.10 If for any reason the Customer fails to accept delivery of any of the Goods and/or Services when they are ready for delivery, or the Company is unable to deliver the Goods and/or Services on time because the Customer has not provided appropriate instructions, documents, licences or authorisations requested by the company at time of order.

4.10.1 Risk in the Goods shall pass to the Customer this will include for loss or damage caused by the Company’s negligence,

4.10.2 The Goods and/or Services shall be deemed to have been delivered; and

4.10.3 The Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses this will include without limitation, storage and insurance.

4.11 The Company may deliver the Goods and/or Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these conditions.

4.12 Each instalment shall be a separate Contract subject to these conditions and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to disclaim or cancel any other Contract or instalment.

4.13 The Services cannot be cancelled by the Customer without the Company’s consent. Such consent will be need to be agreed in writing and will include the payment to the Company of any amounts necessary to cover the practical costs of the Company that will occur as a result of a cancellation from the customer.

5. Non-delivery

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business, see address listed above, shall be definite evidence of the quantity that is received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods even if this is caused by the Company’s negligence unless the Customer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received already by this time.

5.3 Any liability of the Company in relation to non-delivery of the Goods ordered shall be limited to replacing the Goods within a reasonable time to be agreed by both parties or will result in the issuing of a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. Risk/title
6.1 The Goods are at the risk of the Customer from the time of Delivery. The company will take no

responsibility to any damage caused after this time.

6.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full either in cash or cleared funds all sums due to it in respect of:

6.2.1 The Goods provided by the company, or services including delivery or fitting; and

6.2.2 All other sums which are or which become due to the Company from the Customer on any account.

6.3 Until ownership of the Goods has passed to the Customer, the Customer shall: 6.3.1 Hold the Goods on a fiduciary basis as the Company’s Bailee;

6.3.2 store the Goods which will be at no cost to the Company, separately from all other goods bought by the Customer or any third party in such a way that they remain readily identifiable as the Company’s property; this will include where goods have been sold to a 3rd party.

6.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

6.3.4 Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full sale price against all risks to the reasonable satisfaction of the Company. The Customer shall obtain an endorsement of the Company’s interest in the goods on its insurance policy, subject to the insurer being willing to make the authorisation. On request the Customer shall allow the Company to inspect such Goods and shall produce the policy of insurance to the Company.

6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1 Any sale shall be effected in the ordinary course of the Customer’s business at full market value; and

6.4.2 the Customer must hold the proceeds of sale on trust for the Company in a separate account until any amount of money that is owed to the Company has been discharged from such proceeds; and

6.4.3 Any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as the primary party when making such a sale.

6.5 The Customer’s right to possession of the Goods shall terminate immediately if:

6.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or if them being a body corporate convenes a meeting of creditors, this could be formal or informal, or the company enters into liquidation this could be either voluntary or compulsory except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or send notice of their intention to appoint an administrator is given by the Customer or its directors to the company or by a qualifying floating charge holder. This is defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986, or a resolution is passed or a 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; or

6.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be charged on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to

pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

6.5.3 The Customer hampers or in any way charges any of the Goods.

6.6 The Company shall be entitled to recover any owing payment for the Goods notwithstanding that ownership of any of the Goods that have not passed from the Company.

6.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.

6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Customer’s) rights contained in this condition 6 shall remain in effect.

7. Materials supplied by the Customer

7.1 If the Company is provided with any materials that are owned by the Customer for their use in the delivery of the Services, the Company may refuse to use any materials which appear to them to be unsuitable for the intended purpose they were supplied for and the Company may charge the Customer any reasonable additional costs incurred, except that if the whole or any part of such additional cost were unavoidable but for unreasonable delay by the Company in ascertaining the unsuitability of the materials then that amount shall not be charged to the Customer.

7.2 Without prejudice to condition 7.1, where materials are so supplied or specified, and the Company so advises the Customer, and the Customer instructs the Company in writing to proceed anyway, the Company will use reasonable endeavours to secure the best results, they will have no liability for the quality of the end-products.

7.3 Quantities of materials supplied shall be adequate to cover normal levels of spoilage. Any costs incurred as a result of shortages of materials provided by the company, including restarting jobs and duplicating masters will be charged to the customer in addition to the estimated price already provided.

7.4 The Customer’s property and all property supplied to the Company by or on behalf of the Customer for use in the provision of the Services shall while it is in the possession of the Company or in transit to or from the Customer be deemed to be at Customer’s risk unless otherwise agreed in writing and the Customer should provide suitable insurance for these goods. The Company shall also be entitled to make a reasonable charge for the storage of any Customer’s property left with the Company before receipt of the order or after notification to the Customer of completion of the Services.

7.5 The risk to the Services and all Goods delivered in connection with the Services shall pass to the Customer on Delivery and the Customer should insure these accordingly. On Delivery of the Services, the Company will store any of the Customer’s materials unused for a maximum of one month, after which time they will be destroyed without further notice to the customer and at no cost to the Company.

8. Company’s Obligations
8.1 The Company shall use reasonable actions to provide the Services to the Customer, in

accordance with all material in respect with the order acknowledgement.

8.2 The Company shall use reasonable endeavours to meet any dates specified in the order acknowledgement, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

8.3 The Company shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under condition 9.1.6, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

9. Customer’s Obligations
9.1 The Customer shall:
9.1.1 Co-operate with the Company in all matters that will relate to the sale of the goods;

9.1.2 provide, for the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Customer’s premises, at a pre-arranged time convenient for both parties office accommodation, data and other facilities as requested by the Company;

9.1.3 Provide, in a timely manner, such material and other information as the Company may request and ensure that it is accurate in all material respects;

9.1.4 be responsible for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Company of all of its obligations and actions under this condition, this will be at the cost of the customer and not the company

9.1.5 Have regard to the installation cancellation charges detailed in the Company’s separate delivery/cancellation and returned goods policy listed in section 13 of this document.

9.1.6 Inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises; including that of the delivery/ fitting site.

9.1.7 Ensure that all Customer’s equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements, we reserve the right to now use any equipment deemed to be unfit for use or dangerous by staff working on behalf of the company;

9.1.8 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company’s equipment, the use of material and the use of the Customer’s equipment in relation to the Company’s equipment as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment in all cases before the date on which the Services are to start; and

9.1.9 Keep and maintain the Company’s equipment in good condition and shall not dispose of or use the Company’s equipment other than in accordance with the Company’s written instructions or

authorisation which will be provided to the customer at the time of purchase or delivery of such items.

9.2 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

9.3 The Customer shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing once a breach in contract has occurred.

9.4 The Customer shall not, without the prior written consent of the Company, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, attempt to solicit or entice away from the company or employ or attempt to employ any individual who is, or has been, involved with the company as an employee or sub-contractor of the Company in the provision of the Services.

9.5 Any consent given by the Company in accordance with condition 9.4 shall be subject to the Customer paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company’s employee or sub-contractor or, if higher, 20% of the annual payment to be paid by the Customer to that employee or sub-contractor.

10. Price

10.1 Unless otherwise agreed by the Company in writing, the price for the Goods or Services shall be the price set out in the Company’s quotations, telesales quotation, Cater quotes system and its order acknowledgement form. Once the payment price for the goods has being agreed this is not subject to change, unless in relation to delivery, storage or fitting.

10.2 The price for the Goods shall be inclusive of charges in relation to packaging, loading, unloading, standard carriage and insurance relating to the transport of the Goods to the Customer and exclusive of any VAT which will be owed by the customer to the company in addition to any charges for goods and services already paid.

11. Payment

11.1 The Company shall be entitled to invoice the Customer for each order on or at any time after Delivery. Each invoice shall quote the relevant order numbers. Subject to condition 11.5, payment of the price for the Goods or Services is due in pounds sterling 30 days from the date of the invoice.

11.2 Services will be provided on a time and materials basis:

11.2.1 The charges payable for the Services shall be calculated in accordance with the Company’s standard fee rates Fee Rates such Fee Rates are subject to amendment from time to time by the Company giving not less than one month’s written notice to the Customer;

11.2.2 The Fee Rates for each individual are charged on the basis of a full working day, worked between 8.30 am and 5.00 pm from Monday to Friday (inclusive) (excluding public holidays).

11.2.3 The Company shall be entitled to charge the Customer an overtime rate in addition to the Fee Rates for any time worked by individuals engaged to provide the Services outside the Working Hours, this includes a call out fee as well as the hourly rate.

11.2.4 All charges quoted to the Customer shall be exclusive of VAT, which the Company shall add to its invoices at the appropriate rate;

11.2.5 the Company shall ensure that every individual engaged to provide the Services completes a timesheet recording time spent on the Services the Company shall use such timesheet to calculate the charges set out in the invoice referred to in condition 11.2.6, this will include any over time worked and recorded;

11.2.6 The Company shall invoice the Customer for expenses and materials together with VAT where appropriate for the Services, calculated as provided in this condition 11.2. Each invoice shall set out the time spent by each individual engaged using the time sheets provided by such individual to provide the Services with a detailed breakdown of expenses and materials.

11.3 Time for payment shall be of the essence.

11.4 No payment shall be deemed to have been received until the Company can confirm it is in receipt of cleared funds.

11.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. This condition is without prejudice to any right of the Company to claim for interest under the law or under these conditions.

11.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, reduction or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

11.7 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such amounts from the due date of the payment at the annual rate of 2.5% above the base lending rate from time to time of Barclays PLC, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

12. Warranty

12.1 Except as set out in these conditions, all warranties, guarantees, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the conditions of purchase provided by the company, these are all subject to the receipt of commissioning sheets as proof of correct installation of the units.

12.2 Once commissioning sheets are received the warranty can be activated and therefore the Company shall transfer to the Customer the benefit of any warranty or guarantee given to the Company in respect of goods manufactured by suppliers to the company. The Company will be unable to do so until the proof of correct installation is received. Any goods that require a water supply to operate must be fitted with an appropriate water softener or water treatment system, details can be supplied on request from info@nayati.co.uk, failure to install the appropriate water treatment system may invalidate the warranty cover provided.

12.3 A copy of the Warranty Policy is available on request and is incorporated into these terms and conditions of business. To obtain warranty service please email service@nayati.co.uk with the following information: Product Description, Serial Number, and Description of the problem, Site Contact names and numbers and access times on site. We will then contact the site and arrange for an Engineer to attend ASAP and fix the issue.

12.4 Under no circumstances shall the Company have any liability of whatever kind for: Any defects resulting from wear and tear, accident, improper install or improper use by the Customer or use by the Customer otherwise than in accordance with the instructions or advice of the Company or neglect or from any instructions or materials provided by the Customer.

12.5 Any goods which have been adjusted modified or repaired otherwise than by the Company save by way of necessary warranty work carried out by the Customer on the authority of the Company will no longer be covered under the Company warranty. The suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated by the Company.

12.6 Any description, illustrations, specifications, figures as to performance, drawing and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the goods and not to form part of the Contract before the Contract is made.

12.7 Any technical information recommendations statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made.

12.8 Any variants in the quantities or dimensions of any Goods or changes of their does not materially affect the characteristics of Goods, and the substituted materials or subject to the above company guarantees parts and labour only for a period of twelve months from the date of the invoice.

13. Goods Returns

13.1 The Goods supplied to the Customer by the Company under the Contract shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose the company requires them for.

13.2 The Customer may reject any Goods delivered it that do not comply with condition 13.1, provided that notice of rejection is given to the Company within 5 business days of Delivery or, in the case of a latent defect, within a reasonable time of the latent defect having become apparent.

13.3 If the Customer fails to give such notice of rejection in accordance with condition 13.2, it will be assumed that they have expected the goods with no problems.

13.4 All returned Goods must be authorised by the Company and will be subject to the charges set out in the Company’s delivery/cancellation/returns policy for all charges for any equipment returns and installation cancellations.

13.5 An authorisation number will be required for the return of any item. The Customer must contact the Company’s office on 01482 888000 where returns will be discussed and arranged.

13.6 All Goods returned to the Company must be returned in their original packaging and be unused. Where this is not the case further charges may be applied which will be at the Company’s discretion. All arrangements will be discussed before a return is accepted.

13.7 If Goods are found to be faulty, defective or damaged the Customer must inform the Company in writing within 2 working days of delivery of the Goods. The Customer must inspect all Goods upon delivery. Failure to do so will result in further charges being applied in the event of a return.

14. Limitation of Liability

14.1 Subject to condition 4, condition 5, condition 11 and condition 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

14.1.1 Any breach of these conditions;

14.1.2 Any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods, or any use made by the Customer of the Services; and

14.1.3 Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

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 Nothing in these conditions excludes or limits the liability of the Company:

14.3.1 For death or personal injury caused by the Company’s negligence; or

14.3.2 Under section 2(3), Consumer Protection Act 1987; or

14.3.3 For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

14.3.4 for fraud or fraudulent misrepresentation. 14.4 Subject to condition 14.2 and condition 14.3:

14.4.1 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or predicted performance of the Contract shall be limited to the Contract price; and

14.4.2 the Company shall not be liable to the Customer 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. Assignment
15.1 The Company may assign the Contract or any part of it to any person, firm or company that

they deem to be suitable.

15.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company, any suggestions from the customer for preferred contractors may be considered if provided at the time of entering the contract.

16. Force Majeure

16.1 The Company or any person acting on its behalf shall not have any liability or responsibility for its failure to fulfil any obligation under the Contract so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.

16.2 The Company reserves the right to delay the date of delivery or cancel the Contract or to reduce the volume of the Goods ordered by the Customer (without liability to the Customer) or delay the provision of the Services if it is prevented from or delayed in the carrying on of its business due to a Force Majeure Event.

16.3 For the purposes of this condition, a Force Majeure Event shall mean an event beyond the reasonable control of the Company (or any subcontractor), which by its unforeseen nature could not have been foreseen by the Company or such person, or, if it could have been being an expected incident it was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), sabotage, civil commotion or civil unrest, interference by civil or military authorities, governmental actions, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 3 months, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

17. Termination of contract

17.1 Subject to condition 17.3, the Contract shall terminate automatically on completion of the Delivery of the Goods and receipt of the payment or the tendering of the Services in accordance with the order acknowledgement. Charges applied are outlined in the Company’s policy of delivery/cancellation/returns.

17.2 Without prejudice to any other rights or remedies which both the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than three months written notice or immediately on giving notice to the other if:

17.2.1 the Customer fails to pay any undisputed amount due under these conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

17.2.2 the other party commits a material breach of any of the terms of the Contract and if such a breach is remediable fails to rectify that breach within 30 days of that party being notified in writing of the breach; or

17.2.3 The other party commits a series of persistent minor breaches which when taken together amount to a material breach of any of the terms of the Contract; or

17.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as and when they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

17.2.5 A petition is filed, a notice is given, a resolution is passed, or an order is made for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

17.2.6 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

17.2.7 A receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

17.2.8 The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

17.2.9 The other party ceases, or threatens to cease, to trade; or

17.2.10 There is a change of control of the other party (within the meaning of section 574 of the Capital Allowances Act 2001); or

17.2.11 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

17.2.12 Any Force Majeure Event prevents the other party from performing its obligations under these conditions for any continuous period of 3 months.

17.3 On termination of the Contract for any reason:

17.3.1 the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt;

17.3.2 The Customer shall, within a reasonable time, return all of the Company’s equipment and materials. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

17.3.3 The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

18. General
18.1 Each right or remedy of the Company under the Contract is without prejudice to any other right

or remedy of the Company whether under the Contract or not.

18.2 If any section of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

18.4 Any waiver by the Company of any breach of contract, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any of the other terms of the Contract.

18.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

19. Severance

19.1 If any of these terms and conditions or any individual aspect of these terms and conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other terms and conditions shall remain in force.

19.2 If any invalid, unenforceable or illegal term or condition would be valid, enforceable or legal if some part of it were deleted, the term or condition shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20. Variation and Waiver
20.1 Any variation of these terms and conditions must be in writing and signed by or on behalf of

both of the parties.

20.2 Any waiver of any right under these terms and conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed to and to the circumstances for which it is given.

20.3 No failure to exercise or delay in exercising any right or remedy provided under these terms and conditions or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy.

20.4 No single or partial exercise of any right or remedy under these terms and conditions shall prevent or restrict the further exercise of that or any other right or remedy.

21. Anti-Bribery Compliance 21.1 The Customer shall:

21.1.1 Comply with all applicable laws, statutes, regulations, and codes of practice relating to anti- bribery and anti-corruption including but not limited to the Bribery Act 2010;

21.1.2 In the case of over sea customers, they shall not engage in any activity, practice or behaviour which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

21.1.3 Comply with the Company’s Ethics and Anti-Bribery Policy as updated from time to time that is incorporated into these terms and conditions of business (“Relevant Policy”);

21.1.4 have and shall maintain in place throughout the term of this agreement its own policies and procedures relating to bribery, including adequate procedures that come under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policy, and, where applicable, condition 21.1.2 hereof, and will enforce them where appropriate;

21.1.5 Promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Company in connection with the performance of this agreement

21.1.6 Immediately notify the Company in writing if a foreign public official becomes an officer or employee of the Customer or acquires a direct or indirect interest in the Customer, and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement

21.2 For the purpose of this condition 21, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) and section 8 of that Act respectively. For the purpose of this condition 21, a person associated with the Customer includes but is not limited to any sub-contractor of the Customer.

22. Communications
22.1 All communications between the parties about the Contract shall be in writing and delivered by

hand or sent by pre-paid first class post or sent by fax or sent by e-mail:

22.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Customer by the Company; or

22.1.2 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Customer.

22.2 Communications shall be deemed to have been received:

22.2.1 If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

22.2.2 If delivered by hand, on the day of delivery; or

22.2.3 If sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or

22.3.4 If sent by e-mail, 24 hours after an e-mail is sent.

22.3 Communications addressed to the Company shall be marked for the attention of the agreed point of contact.

22.4 For the purpose of this condition:
22.4.1 all times are to be read as local time in the place of deemed receipt;

22.4.2 in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post, in the case of a fax, a fax

transmission slip to the fax number of the receiving party, and, in the case of an e-mail, that the email was sent to the specified e-mail address of the addressee; and

22.4.3 if deemed receipt under this condition is not within business hours (meaning 9:00am to 4:00pm Monday to Friday on any business day), the notice shall be deemed to have been received at the opening of business on the next business day in the place of receipt.

23. Governing Law and Jurisdiction

23.1 These conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

23.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).