12.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. 12.2 The Company warrants that (subject to the other provisions of these conditions) upon manufacture, and for a period of 6 months from the date of manufacture, the Goods shall: 12.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; 12.2.2 be reasonably fit for purpose; and 12.2.3 (subject to condition 4.1) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company. 12.3 The Company shall not be liable for a breach of any of the warranties in condition 12.2 unless: 12.3.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 14 days of the time when the Buyer discovers or ought to have discovered the defect; and 12.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there. 12.4 The Company shall not be liable for a breach of any of the warranties in condition 12.2 if: 12.4.1 the Buyer makes any further use of such Goods after giving such notice; or 12.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or 12.4.3 the Buyer alters or repairs such Goods without the written consent of the Company. 12.5 The Company shall not be liable for a breach of the warranty in condition 9.4 unless the Buyer gives written notice that the Services have not been carried out to an appropriate standard and the Company is given reasonable opportunity to re-perform the Services. 12.6 Subject to condition 12.3, condition 12.4 and condition 12.5, if any of the Goods and/or Services do not conform with any of the warranties in condition 12.2 and condition 9.4 the Company shall at its option repair or replace such Goods (or the defective part) or re-perform the Services or refund the price of such Goods and/or Services at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company. 12.7 If the Company complies with condition 12.6 it shall have no further liability for a breach of any of the warranties in condition 12.2 and condition 9.4 in respect of such Goods or Services. 12.8 Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 6 month period.
13. Limitation of Liability
13.1 Nothing in these Conditions shall limit or exclude the Company’s liability for: 13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 13.1.2 fraud or fraudulent misrepresentation; 13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or 13.1.5 defective products under the Consumer Protection Act 1987. 13.2 Subject to clause 13.1: 13.2.1 the Company shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 13.2.2 the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract price. 13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 13.4 This clause 13 shall survive termination of the Contract.
14. Intellectual Property Rights
14.1 The Buyer acknowledges that all intellectual property rights including, but not limited to, copyright, trade marks, design rights, patents and other rights of an intellectual property nature in the Goods and/or Services and in any designs, plans, moulds, drawings, prototypes, sketches, tooling, dyes\printing plates and rollers used by the Company including those which have been made, designed or prepared in conjunction or association with the Buyer shall at all times vest and remain vested in the Company and the Buyer shall not acquire any intellectual property rights or licences relating to the Goods and/or Services, designs, plans, moulds, drawings, prototypes, sketches, tooling, dyes\printing plates or rollers unless otherwise agreed in writing by the Company.
15.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract any may subcontract or delegate in any manner any or all of its obligations under the Contract to any person, firm or company. 15.2 The Buyer shall not be entitled to assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
16. Force Majeure
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 16.2 The Company shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 16.3 If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than 3 months, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
17.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: 17.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; 17.1.2 the other party 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 or limited liability partnership) 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; 17.1.3 the other party 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 a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 17.1.4 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; 17.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 17.1.6 a creditor or encumbrancer of the other party 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 and such attachment or process is not discharged within 14 days; 17.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); 17.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; 17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 17.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.1.2 to clause 17.1.9 (inclusive); 17.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; 17.1.12 the other party’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; or 17.1.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 17.2 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 this Contract on the due date for payment. 17.3 Without limiting its other rights or remedies, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Company if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 17.1.2 to clause 17.1.13, or the Company reasonably believes that the Buyer is about to become subject to any of them. 17.4 On termination of the Contract for any reason: 17.4.1 the Buyer 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 yet been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt; 17.4.2 the Buyer shall return all of the Company any materials and any deliverables which have not been fully paid for. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract; 17.4.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and 17.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18. Export Terms
18.1 Where the Goods are supplied for delivery outside the United Kingdom the provisions of this condition 18 shall apply notwithstanding the other provisions of these conditions. 18.2 The Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 18.3 The Company shall not be liable for any damage to the Goods during transit. 18.4 Where the Goods are supplied for delivery outside United Kingdom the Company shall not be liable for death or personal injury arising from the use of the Goods delivered in the territory of another State (within the meaning of section 26(3)(b) Unfair Contract Terms Act 1977). 18.5 The Buyer is responsible for complying with any legislation or regulations governing the importation, use or sale of the Goods in the country of destination including without limitation any obligation to translate any instructions, labelling or packaging into another language.
19.1 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 electronic mail: 19.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company or in the case of faxes or electronic mail to the fax number or electronic mail address notified to the Buyer by the Company from time to time; or 19.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer or in the case of faxes or electronic mail to the fax number or electronic mail address notified to the Company by the Buyer from time to time. 19.2 Communications shall be deemed to have been received: 19.2.1 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 19.2.2 if delivered by hand, on the day of delivery; or 19.2.3 if sent by fax or electronic mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. 19.3 Communications addressed to the Company shall be marked for the attention of the Directors or the Company Secretary.
20.1 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. 20.2 If any provision 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. 20.3 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. 20.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 20.5 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 20.6 Except as set out in these conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company. 20.7 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. 20.8 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.
REVISED: JANUARY 2017