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Terms and Conditions

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  1. INTERPRETATION
    1. In these Terms & Conditions of Sale of Goods and Services, the following terms shall have the following meanings:

“Customer” means the person, firm or company purchasing the Goods and Services from the Company. 

“Contract” means the contract between the Company and the Customer for the supply and purchase of the Goods and Services, which incorporates the Order (excluding any of the Customer’s terms and conditions written or printed thereon or referred to thereon), the acceptance of the Order issued by the Company, the Quote, the Specification (if any) and these Terms & Conditions.

“Company” means Watsons Building Services Limited.

“Goods” means the goods to be supplied by the Company to the Customer in accordance with the Contract.

“Order” means an order placed, whether verbally or in writing, by the Customer to the Company.

“Quote” means the quote provided by the Company to the Customer (if any).

“Price” means the price of the Goods and Services stated in the Order.

“Services” means the installation and commissioning (where relevant) of the Goods by the Company in accordance with the Contract.

“Specification” means the specification for the Goods and Services attached to the Quote or the Order (if any).

“Terms & Conditions” means these Terms and Conditions of Sale of Goods and Services. 

  1. In these Terms & Conditions, unless expressly stated otherwise or unless the context otherwise requires:
    1. any term importing gender includes any gender, and any term importing the singular includes the plural and vice versa;
    2. any reference to a clause is a reference to a clause of these Terms & Conditions;
    3. the words “include” or “including” shall be construed without limitation;
    4. a reference to any enactment or statutory provision is a reference to such enactment or statutory provision as modified, re-enacted, replaced or extended from time to time; and
    5. clause headings are for reference only and do not affect the interpretation of these Terms & Conditions.

 

  1. BASIS OF CONTRACT
    1. The Quote does not constitute an offer and is only valid for 30 days.
    2. The placing of an Order by the Customer shall be deemed to be an offer by the Customer to purchase the Goods and Services pursuant to these Terms & Conditions and shall constitute unqualified acceptance of these Terms & Conditions. The Customer is responsible for ensuring that the terms of the Order (including any applicable Specification) are complete and accurate.
    3. These Terms & Conditions shall apply to the Contract to the exclusion of all other terms and conditions, including any terms or conditions which the Customer may purport to apply under the Order, a confirmation of Order or any similar document, and any terms which are implied by trade, custom, practice or course of dealing.
    4. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.
    5. No variation or amendment to these Terms & Conditions or to the Contract shall be effective unless agreed in writing between the Customer and the Company.
    6. Any advice given or recommendations made by the Company’s employees or agents are not effective unless confirmed in writing by the Company. Any advice given or recommendations made by the Company’s employees or agents which are not confirmed in writing by the Company are followed or acted upon entirely at the Customer’s own risk. 
    7. The Contract constitutes the entire agreement and understanding between the parties in relation to its subject matter and supersedes all previous agreements (whether written or oral) between the parties relating thereto. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any written or oral statement, representation, misrepresentation, assurance or warranty (whether express or implied) other than as expressly set out in the Contract. Nothing in this clause 2.7 shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

 

  1. PRICE
    1. The Price is exclusive of any applicable VAT, which the Customer shall pay to the Company at the prevailing rate at the time of invoice.
    2. The Company will endeavour to supply the Goods and Services at the Price, however, the Company reserves the right to alter the Price to take into account any increase in the cost of performing the Company’s obligations under the Contract arising by reason of any rise in the cost of materials, labour or manufacturing costs, the making or amendment of any law, order or regulation that affects the performance of the Company’s obligations under the Contract, lack of information provided by the Customer, delays in the issue of instructions, altering the Goods or Services, uneconomical working conditions, loss of production, additional works or any other event beyond the Company’s reasonable control.
    3. The Price may be varied because of any change in the Specification arising from a change in the Customer’s instructions or requirements of the local authorities or surveyors or any other competent authority.
    4. Additional work shall be charged at the Company’s prevailing rates for material and labour, details of which are available upon request.
    5. The Company reserves the right to change any of the prices within its price list without prior notice to any Customer.
    6. The Quote is net and does not allow for any discount, trade or cash, except such as may be expressly specified in the Quote. 

 

  1. GOODS
    1. The Goods shall be manufactured and supplied in accordance with the description contained in the Contract.
    2. It is the sole responsibility of the Customer to ensure that all designs and dimensions contained within any Specification (if applicable) are correct prior to manufacture. The Company has no liability whatsoever for any inaccuracies arising from the failure of the Customer to check all such details.
    3. If the Goods are manufactured in accordance with a Specification supplied by the Company, no warranty is given or implied that the Goods are fit for their intended purpose, and any modification to the Specification must be the subject of a written agreement between the Customer and the Company.
    4. The Company may from time to time make changes to the Goods in order to comply with any applicable safety or statutory requirements. The Company shall have the right to make changes to the Goods which do not materially affect their quality.

 

  1. DELIVERY OF GOODS
    1. The Company reserves the right to charge carriage on any Goods delivered in addition to the Price. 
    2. Any times or dates agreed between the parties for the delivery of the Goods are approximate only and shall not be binding upon the Company, either as a term of the Contract or otherwise.
    3. Whilst the Company will endeavour to meet any agreed delivery dates, the Company undertakes no obligation to deliver the Goods by such dates, and shall not be liable for any loss or damage resulting from a failure to deliver by these dates, howsoever caused. Time of delivery shall not be of the essence of the Contract.
    4. If the Customer makes a special request for a particular time of day, or means of delivery, any additional costs incurred by the Company in endeavouring to comply with such request shall be charged to the Customer. 
    5. The Goods may be delivered by the Company in advance of the agreed delivery date or time upon giving reasonable notice to the Customer.
    6. If no delivery date or time is agreed by the parties, the Customer shall be bound to accept the Goods when they are ready for delivery by the Company. 
    7. If the Company delivers the Goods (or instructs a third party agent to deliver the Goods on its behalf):
      1. delivery shall be made to the location specified in writing by the Customer;
      2. the Customer shall provide the Company or its agent with safe and adequate access to the delivery location for delivery of the Goods; 
      3. the Company or its agent shall be entitled to deliver the Goods to any person whom the Company or its agent reasonably believes has authority to accept delivery on behalf of the Customer; and
      4. the Company or its agent shall have no responsibility whatsoever for the unloading of the Goods at the delivery location.
    8. If the Customer collects the Goods or appoints an agent to collect the Goods on its behalf, delivery shall be deemed to have been made at the Company’s premises. No responsibility will be accepted by the Company for any damage to the Goods after delivery is deemed to have been made.
    9. If the Customer fails to take delivery of the Goods, fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) or fails to collect the Goods when they are ready, then without prejudice to any other right or remedy available to the Company, the Company may:
      1. put the Goods, or any portion thereof, into storage (either at the Company’s premises or elsewhere) at the Customer’s risk until they are delivered or collected, in which case the Company shall be entitled to recover all storage, insurance and other costs incurred by the Company from the Customer as a debt; and
      2. if the Customer’s failure continues for 3 months or more, destroy the Goods and recover the Price thereof from the Customer as a debt, or sell the Goods at the best price readily obtainable and recover from the Customer as a debt the shortfall (if any) between the Price and the price the Goods have been sold for, plus any storage and selling expenses.
    10. The signing of delivery notes, or any written confirmation of delivery provided by the Customer, will constitute acceptance of the Goods delivered within the meaning of Section 35 of the Sale of Goods Act 1979. The Customer hereby waives its right to reject part only of a consignment of the Goods under Section 35A of the Sale of Goods Act 1979.

 

  1. PASSING OF RISK IN GOODS
    1. Risk of damage to or loss of the Goods shall pass to the Customer:
      1. in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
      2. in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery and prior to unloading, or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
    2. The Customer shall be responsible for insuring the Goods against loss or damage from the point at which risk passes to the Customer under clause 6.1, and in the event of any such loss or damage occurring whilst the Company retains title to the Goods, the Customer shall hold the proceeds of such insurance on trust for the Company.

 

  1. OWNERSHIP OF GOODS
    1. Notwithstanding delivery and the passing of risk in the Goods, or any agreed terms of payment or credit, or any other provision of the Contract, the Goods shall remain the sole and absolute property of the Company and no title to the Goods, whether legal or equitable, shall pass to the Customer until the Company has received payment in full of the Price of the Goods (plus applicable VAT).
    2. Until such time as title to the Goods passes to the Customer, the Customer acknowledges that the Customer is in possession of the Goods solely as the Company’s fiduciary agent and bailee. The Customer shall keep the Goods separate from any property of the Customer and third parties and mark them in a manner which makes them readily identifiable as the property of the Company. The Customer shall securely store the Goods on its own premises (wherever possible). The Customer shall properly protect and insure the Goods notwithstanding the place where the Goods are stored.
    3. Until such time as title to the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. 
    4. The Customer hereby grants to the Company, its employees and agents an irrevocable licence to enter any premises where the Goods are stored in order to inspect or repossess them.
    5. 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 Company, but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
    6. The Customer’s right of possession of the Goods shall cease if the Customer fails to pay for the Goods in accordance with clause 11 or if any of the events listed in clause 13 apply or if the Contract is terminated by the Company under clause 12. On cessation of the Customer’s right to possession of the Goods, the Customer shall at its own expense make the Goods available to the Company and allow the Company to repossess them. 
    7. In the event of the repudiation or termination of the Contract (howsoever occurring) the Company is hereby irrevocably authorised to enter onto the premises of the Customer and repossess any Goods in respect of which title is vested in the Company.
    8. Notwithstanding the provisions of this clause 7, the risk of loss or damage to the Goods will pass to the Customer in accordance with clause 6.

 

  1. SAMPLES AND MARKETING LITERATURE
    1. The Customer may request production samples of Goods provided that all tooling costs have been paid. In the event of samples being supplied, other than production samples hereinbefore mentioned, the Company shall accept the samples solely for information and as in no way imparting any express or implied conditions or warranties as to quality, description, colour, fitness or merchantable quality of the Goods subsequently delivered, and the Customer shall be deemed to have satisfied himself as to such matters prior to ordering the Goods.
    2. The tender of samples of the Goods to the Customer and their inspection by the Customer shall not render any sale by sample.
    3. The Company's brochures, catalogues and price lists, and all descriptions of the Goods and Services contained therein, are merely indications of the kind of goods and services supplied by the Company, and no particulars contained in any of them shall bind the Company unless otherwise expressly agreed in writing by a duly authorised representative of the Company.

 

  1. INSTALLATION 
    1. The Customer shall provide, without charge, a suitable and convenient electricity supply, water supply, facilities for the storage of plant and materials necessary for carrying out the Services and such other facilities as may have been specified by the Company. The Customer shall provide the Company with full access to the site where the Services are to be carried out, as required by the Company, and shall not hinder or prevent the Company from carrying out the Services.
    2. Where applicable, the Customer shall remove all existing fittings from the site where the Services are to be carried out and ensure that the site is suitably prepared for the Services. Any expense incurred by the Company in removing fittings or preparing the site may be chargeable to the Customer.
    3. The installation of Goods in any premises may require planning permission or other statutory consents and it is the responsibility of the Customer to obtain such consents prior to installation. The Company shall have no liability whatsoever for any losses howsoever arising out of the installation or retention of any Goods on any premises without any planning permission or other statutory consents.
    4. The Company shall have no responsibility for any loss or damage caused to the surrounding premises when carrying out the Services. It shall be the Customer’s responsibility to obtain a policy of insurance to cover such risks.
    5. The Company may at its sole discretion use sub-contractors to complete the Services.
    6. The Customer acknowledges that any variation to the Services which it instructs may have a time and cost implication. The value of any variation to the Services instructed by the Customer shall be agreed between the parties before such variation is carried out and added to the Price.
    7. The Company shall confirm the date of completion of the Services to the Customer. Forthwith upon completion of the Services the Customer shall inspect the same and upon being satisfied that the Services have been completed shall sign a work order or other document to that effect if required to do so by the Company. If the Customer fails to inspect and test the Services and confirm completion of the same within 3 days of notification by the Company under this clause 9.7, the Customer shall be deemed to have accepted that the Services have been completed to a satisfactory standard. 
    8. The Customer shall provide on-site all equipment and facilities necessary for the Company to comply with the requirements of The Health and Safety at Work etc. Act 1974, Construction (Design and Management) Regulations 2015 and any other relevant statutory provisions or regulations or subsequent amendments thereto (hereinafter “the relevant legislation”). The Customer will also provide a certificate confirming compliance with the relevant legislation if required to do so by the Company.

 

  1. COMMENCEMENT, COMPLETION AND DELAY
    1. Unless agreed otherwise in writing, time is not of the essence of the Contract for completion of Services and the Company shall complete the Services within a reasonable time.
    2. Any timescale for the completion of the Services provided in the Quote is an estimate only and the Company shall not be liable for any damage or loss whether arising directly or indirectly out of any delay in completion of the Services. 
    3. The Company and the Customer may agree a date/dates by or a period/periods within which the Services are to be completed, in which case, time shall only become of the essence if confirmed in writing by the Company. 
    4. In the absence of any instructions from the Customer, the Company shall progress the Services in a sequence and manner which it thinks fit. It is the Customer’s responsibility to ensure that it notifies the Company of the requirements of any programme for the Services, and any changes or revisions thereto.
    5. Where clause 10.3 is applicable and time has become of the essence of the Contract, if the preparation, performance or completion of the Services is delayed, disrupted or hindered by any event, circumstance or cause beyond the Company’s control then the period for the completion of the Services shall be extended by the same period of time as the period of delay, disruption or hindrance. In addition, if requested to re-mobilise its workforce following a period of delay to the Services, the Company shall be granted a further 10 days extension of time.
    6. If the progress of the Services is delayed, disrupted or hindered by any act, omission or default on the part of the Customer (including those for whom the Customer is responsible) then the Company shall notify the Customer in writing of such matters within a reasonable period of time and provide details of the direct loss and/or expense incurred by the Company. The direct loss and/or expense incurred by the Company shall be added to the Price and shall be paid by the Customer to the Company in the payment due to the Company immediately following the notification referred to herein.
    7. If commencement or any phase of the Contract is delayed for any reason and the Company has purchased materials for the Contract, the Company may apply for payment of materials stored off site and payment of such application shall be made by the Customer within 14 days of the Company’s application.

 

  1. PAYMENT
    1. The date(s) when payments under the Contract become due shall be as specified in the Quote or Order or as agreed between the parties. In the event that no due dates for payment are specified in the Quote or Order or have not been agreed between the parties, the following applies:
      1. where the period for supply of the Goods and completion of the Services is expected to be 45 days or more, the Company shall be entitled to receive the Price by way of interim payments and the due date for each interim payment shall be the last working day of each month, with the first interim payment being due at the end of the month following the date of the Contract; 
      2. where the period for supply of the Goods and completion of the Services is expected to be shorter than 45 days, the due date for payment of the Price shall be the end of the month in which the Services are complete. 
    2. The final date for payment of any payment becoming due under clause 11.1 shall be 10 days after the relevant due date for payment, unless otherwise agreed by the parties in writing (“Final Date for Payment”).
    3. Not later than 5 days after each due date for payment, the Company shall issue a notice to the Customer specifying the sum the Company considers to be or have been due at the due date for payment and the basis on which that sum is calculated (“Payee’s Notice”). Subject to clause 11.4, the Customer shall make payment of the sum specified in each Payee’s Notice on or before the relevant final date for payment.
    4. If the Customer wishes to pay less than the sum set out in any Payee’s Notice, the Customer shall, not later than 2 days before the relevant Final Date for Payment, issue a written notice to the Company specifying the sum the Customer considers to be due at the date the notice is given and the basis on which that sum is calculated (“Pay Less Notice”).
    5. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. 
    6. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
    7. Where the Company has not received full payment by the date on which payment is required to be made, any settlement discount shall be forfeited, and interest and compensation pursuant to the terms of the Late Payment of Commercial Debts (Interest) Act 1998, as amended, may be charged on the sum outstanding. In the event of the Company passing the account to the Company’s debt recovery agents for collection, the Customer agrees to pay any other costs incurred by the Company, in addition to interest and compensation, in obtaining settlement. 
    8. Any deposits paid by the Customer upon placing an Order are not refundable under any circumstances.

 

  1. SUSPENSION AND TERMINATION
    1. If any payment has not been received in full by the Company by the relevant Final Date for Payment then:
      1. the Company may serve on the Customer a written notice of intention to suspend the Services and performance of the Contract and shall be entitled 7 days after service of the notice to suspend the Services and the further performance of the Contract until payment in full has been received;
      2. the Customer shall allow the Company a reasonable period of time in which to re-commence the Services following payment and shall pay the Company’s reasonable costs and expenses of re- mobilisation in such event; and
      3. the period of suspension shall not count as a period of delay for which the Company is liable.
    2. Either party shall be entitled to terminate the Contract forthwith by written notice if the other party commits a material breach of the Contract and fails to remedy the same within 14 days after receipt of a notice from the party not in breach giving full particulars of the breach to be remedied.
    3. Where the Company terminates the Contract under clause 12.2, the Company shall be entitled to be paid the Price of Goods and any Services supplied prior to the date of termination (less any sums already paid), any costs relating to the production, storage or delivery of Goods not yet supplied which the Company has already incurred or is committed to pay and any other direct loss and/or damage suffered or incurred by the Company. Where the Customer terminates the Contract under clause 12.2, the Company shall be entitled to be paid the Price of Goods and any Services supplied prior to the date of termination (less any sums already paid). 
    4. Where clause 12.2 does not apply, the Company shall be entitled to terminate the Contract forthwith in any event by giving 20 days written notice. Where the Company terminates the Contract under this clause 12.4, the Company shall be entitled to be paid the Price of Goods and any Services supplied prior to the date of termination (less any sums already paid).
    5. Where the Customer wishes to terminate the Contract in circumstances where clause 12.2 does not apply, such termination shall only be effective with the Company’s written consent. In such circumstances, a cancellation charge (which shall be calculated by the Company based on the work in progress costs incurred by the Company) shall be payable by the Customer. Goods returned by the Customer without the Company’s written consent will not be accepted for credit. 
    6. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

 

  1. INSOLVENCY OF CUSTOMER
    1. In the event that any of the events listed in clause 13.3 occur, or the Company reasonably believes that any such event is about to occur, the Company shall be entitled upon service of a written notice to:
      1. forthwith terminate the Contract; or 
      2. forthwith suspend the performance of its obligations under the Contract.
    2. If the Company exercises its rights under clause 13.1, the Company shall have no liability to the Customer and any outstanding sums invoiced by the Company shall immediately become due and payable, together with any costs relating to the production, storage or delivery of Goods not yet supplied which the Company has already incurred or is committed to pay and any other direct loss and/or damage suffered or incurred by the Company.
    3. The events referred to in clause 13.1 are as follows:
      1. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; 
      2. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 
      4. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the Customer;  
      5. (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver; 
      6. (being an individual) the Customer is the subject of a bankruptcy petition or order, dies or by reason of illness or incapacity is incapable of managing his or her own affairs.
      7. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets; 
      8. a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets; 
      9. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;
      10. any event occurs, or proceedings are taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 13.3.1 to 13.3.9 (inclusive).
    4. In the event of the Customer ceasing to trade for any reason whatsoever, its directors, partners or proprietors accept joint and several personal liability for all sums due to the Company.

 

  1. GUARANTEE
    1. The Company guarantees that the Goods will correspond with their Specification in all material respects at the time of delivery and that the Goods and any Services will be of satisfactory quality and free from defects in materials and workmanship for a period of 12 months from the date of completion of the Services subject to the following conditions:
      1. the Company shall have no liability for any failure of the Goods or Services to comply with the guarantee set out in this clause 14.1 if any defect in the Goods or Services has arisen due to the Company’s compliance with any Specification supplied by the Customer;
      2. the Company shall have no liability for any failure of the Goods or Services to comply with the guarantee set out in this clause 14.1 if such non-compliance has arisen from fair wear and tear, accidental or wilful damage caused by anyone other than the Company, negligence of anyone other than the Company, abnormal working conditions, failure to follow the Company’s instructions as to the storage, commissioning, installation, use and maintenance of the Goods or Services or (if no instructions have been given) good trade practice in relation thereto, misuse of the Goods or Services or alteration or repair of the Goods or Services without the Company’s approval;
      3. the Company shall have no liability for any failure of the Goods or Services to comply with the guarantee set out in this clause 14.1 if the total Price for the Goods or Services is due and has not been paid by the Customer;
      4. the Company shall have no liability for any failure of the Goods or Services to comply with the guarantee set out in this clause 14.1 if the Customer has made further use of the defective Goods or Services after having given notice in accordance with clause 14.2 and
      5. the Company’s guarantee does not extend to parts, materials or equipment not manufactured by the Company; in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company and can be assigned to the Customer.
    2. If the Customer alleges that there is any failure to comply with the guarantee set out in clause 14.1, the Customer must notify the claim to the Company in writing either within 7 days from the date the Goods were delivered or the Services were completed or, where the defect was not apparent on reasonable inspection, within a reasonable time after the discovery of the defect, and in any event within 6 months of the date of the completion of the Services. 
    3. Where any valid claim in respect of any Goods or Services which is based on any failure to comply with the guarantee set out in clause 14.1 is notified to the Company in accordance with clause 14.2, then provided the Company is given the reasonable opportunity to examine the Goods or Services which are alleged to be defective, the Company shall be entitled at its discretion to repair or replace the Goods (or the part of the Goods in question) free of charge or make good any defects in the Services, or, at the Company’s sole discretion, refund to the Customer the Price of the defective Goods or Services (or the relevant proportion of the Price), but the Company shall have no further liability to the Customer in respect of the failure of the Goods or Services in question to comply with the guarantee set out in clause 14.1.
    4. Clauses 14.1 to 14.3 shall apply to any Goods repaired or replaced or Services made good by the Company.
    5. Insofar as the Company is responsible for the design of the Goods and/or the Services or any part thereof, the Company warrants that there has been exercised and will be exercised the skill and care reasonably to be expected of a duly qualified and experienced designer undertaking the design of goods and/or services similar in scope and character to the Goods and/or Services or such part thereof. 

 

  1. COMPANY’S LIABILITY
    1. The Company's liability in respect of Goods and the Services supplied to the Customer is limited as provided in the Contract and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Without prejudice to the foregoing, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    2. The Company gives no warranty that the Goods and the Services will be suitable for any particular purpose or meet any particular performance specification or requirement, notwithstanding that such purpose or condition may be known or made known to the Company, or that the design, construction or quality of the Goods and Services, will comply with the requirements of any statutory rule or order or other instrument having the force of law which may apply to the Goods and Services.
    3. The Company shall have no liability whatsoever to the Customer by reason of any representation, misrepresentation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any loss of actual and/or anticipated profits, loss of contracts with any third party, liquidated damages payable by the Customer to a third party or any indirect or consequential loss or damage arising out of or in connection with the supply of the Goods and Services or their use or resale by the Customer.
    4. The Company shall have no liability whatsoever to the Customer in respect of any recommendation made by or on behalf of the Company as to the use to which any Goods or Services sold to the Customer may be put.
    5. Without prejudice to clauses 15.1 to 15.4, and notwithstanding any other provision of the Contract, the Company’s total and aggregate liability to the Customer in respect of all matters arising out of, under or in connection with the Contract, including (without limitation) any breach of the Company’s obligations under the Contract, whether arising in contract, tort, statute, strict liability or otherwise, shall not exceed the sum equivalent to the Price paid for the Goods and the Services. 
    6. No provision of the Contract shall operate to exclude or limit the Company’s liability for death or personal injury caused by the Company’s negligence or for any other matter in respect of which the law provides that liability may not be excluded or limited. 
    7. No claims or proceedings arising out of or in connection with the Contract and/or the Goods and/or the Services shall be brought against the Company after the expiry of 6 years following the last date the Goods are delivered or, if relevant, the date the Services are completed.

 

  1. INTELLECTUAL PROPERTY 
    1. When Goods are manufactured by the Company in accordance with any Specification supplied by the Customer for use by the Company, the Customer warrants that the use of the Specification and/or any designs contained within it for the manufacture, supply and installation of the Goods by the Company shall not infringe the intellectual property rights of any third party. If the use of any designs or Specification provided by the Customer is alleged to or is found to infringe the intellectual property rights of any third party, the Customer shall indemnify the Company against all resulting expenses, liabilities, costs, losses and damages incurred by the Company.
    2. The Specification for (to the extent it has been provided by the Company) and the design of the Goods and any Services (including the copyright, design right and any other intellectual property rights therein) shall be and remain the property of the Company. The Customer shall not be entitled to use the Specification or design of the Goods and any Services for any reason without the Company’s express written consent.
    3. The Company may write on or affix its imprints to any of the Goods. If the Company’s patents, trademarks or copyright features are embodied in the design, an imprint to that effect may be affixed. 

 

  1. FORCE MAJEURE
    1. The Company shall use reasonable endeavours to perform the terms of the Contract, and in particular to meet all delivery dates, but shall not have any liability or responsibility to the Customer for any failure to observe or fulfil any of the terms of the Contract if such failure is caused by any circumstances beyond the Company’s responsibility and reasonable control, including (without limitation) war, terrorism, riots, civil commotion, strikes, lockouts, trade disputes, exceptionally adverse weather, fire, flood, breakdown, interruption of transport, government action, import or export regulations or embargos, delay in delivery by the Company’s suppliers, failure of plant or machinery or unforeseen shortages of materials or labour (“Force Majeure Event”).
    2. If a Force Majeure Event continues for a period of 1 month or more, either party may terminate the Contract by service of a written notice, in which case the Company shall be entitled to be paid the Price of Goods and any Services supplied prior to the date of termination (less any sums already paid), and any costs relating to the production, storage or delivery of Goods not yet supplied which the Company has already incurred or is committed to pay.

 

  1. NOTICES
    1. Unless otherwise agreed by the parties in writing, any notice required or permitted to be given by either party under the Contract shall be in writing and sent by first class post or recorded delivery post to the last known business address of the relevant party. Notices sent in accordance with this clause 18.1 shall be deemed to have been received two days after the date of posting.

 

  1. GOVERNING LAW
    1. The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts with regard to all matters arising under the Contract. 

 

  1. ADJUDICATION
    1. If the Contract constitutes a “construction contract” for the purposes of the Construction Act, either party may at any time refer any dispute arising out of the Contract to adjudication in accordance with The Scheme for Construction Contracts (England and Wales) Regulations 1998, as amended (the “Scheme”).

 

  1. MISCELLANEOUS
    1. Clerical errors and omissions in any documents provided by the Company to the Customer are subject to correction without notice.
    2. No failure or delay on the part of either party to exercise any right or remedy under the Contract shall be construed or operate as a waiver, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.
    3. If any provision of the Contract or part thereof is held by a court or other relevant tribunal to be void or unenforceable, it shall be severable and shall be deemed omitted from the Contract to the extent necessary to prevent such invalidity or unenforceability, and the remaining provisions shall continue to have full effect.
    4. The Contract is not intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.