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CONDITIONS OF SALE
(“Conditions”)
1. DEFINITIONS AND GENERAL In these Conditions:
The “Company” means Carpigiani UK Limited (registered number 2910954).
“The Contract” means the relevant agreement between the Company and the Customer for the supply of Goods.
The “Goods” means the goods (including any instalment of the goods or any parts of or for them) and/or the services which the Company in to supply in accordance with these Conditions.
The “Customer” means the person purchasing the Goods hereunder.
“Writing” includes without limitation telex, cable, facsimile transmission and comparable means of communication.
2. FORMATION OF CONTRACT
2.1 A Contract will be created only when the Company accepts the Customer’s order or the Customer accepts the Company’s quotation subject in each case to these Conditions which shall govern the Contract to the exclusion of any other
terms and conditions. Acceptance in full of these Conditions is confirmed by the Customer ordering Goods from the Company. The Company may refuse any order.
2.2 Representations made by the Company’s agents or representatives are only valid when confirmed in writing by a Director of the Company and the Customer acknowledges that it does not rely on and waives any claim for breach of any
representations not so confirmed.
2.3 Any variation of the Contract shall be effective only if agreed in writing by a Director of the Company. Any typographical or other error or omission in sales literature, quotation or price list shall be subject to correction without liability on the
part of the Company. The quantity, quality and description of and any specification for the Goods shall be as set out in the quotation or the order (whichever is accepted).
2.4. The Customer shall provide to the Company all information necessary to enable it to perform the Contract; if it does not the Company shall have such additional time to perform the Contract as may be required by it.
3. PRICES AND PAYMENT
All orders are accepted and quotations made on the basis that the Goods will be charged at the prices ruling at the time of despatch. All prices quoted remain valid for thirty days, exclude packaging insurance during carriage, value added tax
and/or any sales or other applicable taxes or duties (which are payable at the rate applicable at the date of invoice) and include carriage provided delivery is to a single address within mainland Great Britain and (installation and training of the
Customer’s staff as notified by the Company). The Customer shall make payment in full in sterling at the Company’s office clear of any banking charges and without deduction set-off or counterclaim on or before the due date for payment
which is the 30 days following the date of the invoice (save where the Goods are spare parts when payment is due in advance of delivery) (or as otherwise notified by the Company). The Company may recover the price notwithstanding
delivery has not taken place and the property in the Goods has not passed to the Customer. Time of payment shall be the essence of the Contract and the Company may charge interest at the rate of 2% per month on all amounts overdue.
The Customer will indemnify the Company in respect of all costs incurred in the collection of overdue amounts. If the Customer fails to may any payment on the due date then the Company (without prejudice to its other remedies) may cancel
the Contract and all other contracts and suspend deliveries to the Customer and appropriate any payment made by the Customer to such of the Goods or those supplied under any other contract between them as a Company thinks fit.
4. WARRANTY
4.1. Subject to the conditions below the Company warrants the Goods shall be free from defects in workmanship and materials at the time of delivery and for twelve months thereafter. If any Goods do not conform to this warranty, the
Company will at its option either:
(i) take back delivery of the defective Goods at the cost and expense of the Customer and supply and deliver replacement Goods to the Customer at the cost of and expense of the Company or
(ii) take such steps as the Company deems necessary to render the Goods free from such defects PROVIDED THAT the liability of the Company shall not exceed the purchase price of the Goods and performance of any one of the
above options (as limited by this proviso) shall constitute an entire discharge of the Company’s liability under this warranty.
4.2 The foregoing warranty is conditional upon:
(a) the serial number of Carpigiani S.r.I. being legible on the relevant Goods;
(b) the Customer giving written notice to the Company of the alleged defects in the Goods such notice to be received by the Company within seven days of the time when the Customer discovers or ought to have discovered the defect and in
any event within one month of delivery of Goods;
(c) the Customer affording the Company a reasonable opportunity to inspect the Goods.
(d) any defect being attributable to;
(i) matters for which the Customer or any third party is responsible: or
(ii) the Customer not having complied with the instruction manual and/or other information supplied by the Company relating without limitation to the installation storage use or maintenance of the Goods; or
(iii) the Goods having been maintained disassembled or serviced by any person not authorised by the Company in writing to do so;
(e) the Customer making no further use of the Goods which are alleged to be defective after the time at which the Customer discovers that they are defective; and
(f) the Customer has performed its obligations hereunder including having paid the total price for the Goods.
4.3 If the Company shows that the conditions of Clause 4.2 have not been complied with the Customer shall reimburse the Company for all work reasonably done or materials reasonably supplied by it in pursuance of the notice under clause
4.2(b)
5. EXCLUSION OF LIABILITY
5.1 Save as provided in Clause 4 above all conditions and warranties expressed or implied by statute or common law are hereby expressly excluded to the fullest extent permitted by law and except in respect of death or personal injury
caused by the Company’s negligence, the Company shall not be liable to the Customer for any loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims whatsoever which arise out of or in connection with the
supply of Goods or their use or resale by the Customer except as expressly provided in these Conditions.
5.2 Without prejudice to the generality of sub-clause 5.1 above all advice, drawings, equipment weights and measures and recommendations given by or on behalf of the Company to the Customer as to the specification, capacity and
performance of the Goods, method of storing, applying or using the Goods, the purpose to which the Goods may be applied and the suitability of using the Goods in any process or in conjunction with any other materials are given without
liability on the part of the Company, its servants or agents.
5.3 The Company reserves the right to make such reasonable variations to the specification and or design of the Goods as are necessary prior to delivery.
5.4 In the event that, notwithstanding the provisions of sub-clauses 5.1, 5.2 and 5.3 hereof the Company is found liable for any loss or damage, that liability shall in no event exceed the purchase price of the Goods.
6. DELIVERY
6.1 Unless otherwise agreed delivery shall be effected by the Company tendering the Goods for delivery at the ground floor entrance of the Customer’s premises. Whilst every effort will be made to make any advised delivery date all such
dates are approximate only and are not of the essence of the Contract and the Company accepts no liability in the case of failure to do so. The Company shall not be liable to make good any damage or loss arising directly or indirectly out of
delay in delivery whether or not such delay in delivery is caused by the fault of the Company.
(6.2 The Company may deliver the Goods by instalments and each such instalment shall be deemed to be sold under a separate contract and no failure of or delay in delivery of any instalment nor any defect in the contract thereof shall entitle
the Customer to treat the Contract as repudiated with regard to any other instalments.)
6.3 If for any reason the Customer fails to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may (without prejudice to any other claim which it may have) store the Goods until actual delivery
and charge the Customer for the reasonable costs of storage (including insurance) or dispose of the Goods at the best price readily obtainable and charge the Customer any shortfall under the price under the Contract.
6.4 The Company shall be deemed to have performed the Contract by delivery of such a quantity of Goods within 10% above or below the quantity ordered and the Customer shall pay at the price per unit quoted for the quantity of Goods
actually delivered.
6.5 The Customer shall notify in writing the Company of incomplete delivery within seven (7) working days of such delivery or, in the case of non-delivery, within ten (10) working days of the advised delivery date.
7. PROPERTY AND RISK
7.1 Risk in the Goods shall pass to the Customer upon shipment of the Goods from the Company’s premises or upon the Company tendering delivery of them at its premises or the Company informing the Customer or the appointed carrier
that the Goods are ready for collection, whichever is sooner. If the Company fails to deliver the Goods for any reason other than a cause beyond the Company’s reasonable control or the Customer’s fault and the Company is accordingly liable
to the Customer and the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7.2 Notwithstanding delivery and the passing of the risk in the Goods, or any other provision of
these Conditions, title to the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the
Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and
properly stored, protected and insures and identified as the Company’s property until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds
of the sale of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the customer and third parties and, in the case of tangible proceeds, properly
stored, protected and insured .
7.4 Until such time as the property in the Goods passes to the Customer and provided the Goods are still in existence and have not been resold 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 and the Customer hereby grants the Company an irrevocable license
to this effect which shall survive the termination of the Contract.
7.5 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 moneys owing by the Customer to the
Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
8. INTELLECTUAL PROPERTY
The Customer shall indemnify the Company against all actions, damages, losses, penalties, costs (including legal costs on an indemnity basis) and expenses for which the Company may be liable as a result of work done in accordance with
the Customer’s specifications or instructions which involves any actual or alleged infringement of any patent, copyright, trademark, registered design or other industrial or intellectual property right (whether or not registerable) of a third party or
which results in a claim for the tort of passing-off. All drawings, artwork, specifications and other such items prepared or provided by the Company shall remain the property of the Company and shall be returned to the Company on request.
The Company may destroy or dispose of such items at its discretion and without liability to the Customer. The Company may make an additional charge for artwork, design and origination work including proofs, samples and models and
accepts no responsibility in respect of errors, omissions or defects in or arising from the same if they have been approved by the Customer.
9. PRODUCT LIABILITY HYGIENE AND REGULATORY COMPLIANCE
9.1 The Customer shall ascertain and comply with applicable laws relating to the Goods (including any consumable items), their operation, use and disposal, including compliance with customs declarations and formalities and shall ensure that
the Goods are used only for the purpose and in the manner for which they were designed and supplied.
9.2 The Customer shall procure that the Goods are operated correctly and regularly and carefully cleaned, that safe working practices are adopted and complied with and that all persons likely to come into contact with the Goods receive
appropriate training and all applicable information in respect thereof and that all third parties who use or may be affected by or rely upon the Goods receive all appropriate manuals, notices and warnings and that any warning notices displayed
on the Goods are not removed, defaced or otherwise obscured and shall further pass on such Obligation to any third party recipient of the Goods.
9.3 If the Company makes any recommendation to the Customer in respect of the Goods concerning safety after the delivery the Customer shall promptly comply with the same and procure compliance by any third party. Reasonable charges
in respect of the Company being required to supply replacements for, or additions to the Goods in this respect shall be paid by the Customer.
9.4 The Customer shall indemnify the Company in respect of liability in relation to any breach of the Customer’s obligations under this clause 9 or claim by any third party arising from use or operation of the Goods.
10. TERMINATION
10.1 The Customer shall be deemed to have repudiated separately the Contract and every other contract with the Company if;
(a) the Customer is in breach of its obligation under the Contact or any other agreement with the Company or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an
administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or an encumbrance takes possession, or a receiver is appointed, or any of the property or assets of the Customer or the Customer
ceases or threatens to cease to carry on business or where the Customer is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner or any similar
arrangement or process under the laws or statutes of any applicable country or state; or
(b) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer; or
(c) direct or indirect control of the Customer passes from the present shareholders, owners or controllers to other persons whom the Company in its absolute discretion regards as unsuitable and the Customer shall forthwith notify the
Company in writing of any event mentioned in sub-clauses (a) to (c) inclusive above.
10.2 In the event of repudiation under sub-clause 10.1, the Company without prejudice to its other rights may (without incurring any liability to the Customer) accept the repudiation and treat any contracts with the Customer as terminated,
require the Customer to deliver to the Company any such Goods or enter any premises to repossess them, resell any such goods, and suspend and withhold further performance under any contract with the Customer until all sums owing by it
have been paid and/or any monies payable in advance by it under any unfulfilled contact have been paid.
11. GENERAL
11.1 The Customer shall not at any time disclose any confidential information relating to the Company including without limitation information concerning its business, products, know-how, customers, plans or other affairs or such information in
any manner which might be detrimental to the Company.
11.2 The Company’s rights and remedies shall not be prejudiced by any indulgence or forbearance extended to the Customer and no waiver by the Company of any breach by the Customer shall operate as a waiver of any subsequent breach
of the same or any other provision.
11.3 The unenforceability or invalidity of the whole or part of any clause, sub-clause or paragraph of these Conditions shall not affect the enforceability or validity of the remainder and if any of these Conditions or any part of them is rendered
void, voidable or unenforceable for any reason it shall be void, voidable or unenforceable to that extent only and no further and the remainder of these Conditions and any Contract shall remain unaffected.
11.4 Any notice hereunder shall be in writing and given effectively if delivered or sent to the office of the addressee last known to the sender. A notice shall be deemed served if sent by first class post the next business day following posting or
if sent by telex cable or facsimile the day of transmission provided such day is a business day, or if not, the next business day.
11.5 The Company shall not be liable for any failure to perform properly under the Contact if the reason for such failure is a result of an Act of God, the act of government authorities or other incidents which are beyond its reasonable control
and the Company may cancel or vary the Contract as a result.
11.6 The Customer shall be able to cancel the Contract only with the Company’s written consent; any cancellation shall be on terms specified by the Company.
11.7 All Contracts to which these conditions apply shall be governed and construed in accordance with the English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English courts. The paragraph headings
herein are only aids to reference and shall not affect the construction of these Conditions.
(“Conditions”)
1. DEFINITIONS AND GENERAL In these Conditions:
The “Company” means Carpigiani UK Limited (registered number 2910954).
“The Contract” means the relevant agreement between the Company and the Customer for the supply of Goods.
The “Goods” means the goods (including any instalment of the goods or any parts of or for them) and/or the services which the Company in to supply in accordance with these Conditions.
The “Customer” means the person purchasing the Goods hereunder.
“Writing” includes without limitation telex, cable, facsimile transmission and comparable means of communication.
2. FORMATION OF CONTRACT
2.1 A Contract will be created only when the Company accepts the Customer’s order or the Customer accepts the Company’s quotation subject in each case to these Conditions which shall govern the Contract to the exclusion of any other
terms and conditions. Acceptance in full of these Conditions is confirmed by the Customer ordering Goods from the Company. The Company may refuse any order.
2.2 Representations made by the Company’s agents or representatives are only valid when confirmed in writing by a Director of the Company and the Customer acknowledges that it does not rely on and waives any claim for breach of any
representations not so confirmed.
2.3 Any variation of the Contract shall be effective only if agreed in writing by a Director of the Company. Any typographical or other error or omission in sales literature, quotation or price list shall be subject to correction without liability on the
part of the Company. The quantity, quality and description of and any specification for the Goods shall be as set out in the quotation or the order (whichever is accepted).
2.4. The Customer shall provide to the Company all information necessary to enable it to perform the Contract; if it does not the Company shall have such additional time to perform the Contract as may be required by it.
3. PRICES AND PAYMENT
All orders are accepted and quotations made on the basis that the Goods will be charged at the prices ruling at the time of despatch. All prices quoted remain valid for thirty days, exclude packaging insurance during carriage, value added tax
and/or any sales or other applicable taxes or duties (which are payable at the rate applicable at the date of invoice) and include carriage provided delivery is to a single address within mainland Great Britain and (installation and training of the
Customer’s staff as notified by the Company). The Customer shall make payment in full in sterling at the Company’s office clear of any banking charges and without deduction set-off or counterclaim on or before the due date for payment
which is the 30 days following the date of the invoice (save where the Goods are spare parts when payment is due in advance of delivery) (or as otherwise notified by the Company). The Company may recover the price notwithstanding
delivery has not taken place and the property in the Goods has not passed to the Customer. Time of payment shall be the essence of the Contract and the Company may charge interest at the rate of 2% per month on all amounts overdue.
The Customer will indemnify the Company in respect of all costs incurred in the collection of overdue amounts. If the Customer fails to may any payment on the due date then the Company (without prejudice to its other remedies) may cancel
the Contract and all other contracts and suspend deliveries to the Customer and appropriate any payment made by the Customer to such of the Goods or those supplied under any other contract between them as a Company thinks fit.
4. WARRANTY
4.1. Subject to the conditions below the Company warrants the Goods shall be free from defects in workmanship and materials at the time of delivery and for twelve months thereafter. If any Goods do not conform to this warranty, the
Company will at its option either:
(i) take back delivery of the defective Goods at the cost and expense of the Customer and supply and deliver replacement Goods to the Customer at the cost of and expense of the Company or
(ii) take such steps as the Company deems necessary to render the Goods free from such defects PROVIDED THAT the liability of the Company shall not exceed the purchase price of the Goods and performance of any one of the
above options (as limited by this proviso) shall constitute an entire discharge of the Company’s liability under this warranty.
4.2 The foregoing warranty is conditional upon:
(a) the serial number of Carpigiani S.r.I. being legible on the relevant Goods;
(b) the Customer giving written notice to the Company of the alleged defects in the Goods such notice to be received by the Company within seven days of the time when the Customer discovers or ought to have discovered the defect and in
any event within one month of delivery of Goods;
(c) the Customer affording the Company a reasonable opportunity to inspect the Goods.
(d) any defect being attributable to;
(i) matters for which the Customer or any third party is responsible: or
(ii) the Customer not having complied with the instruction manual and/or other information supplied by the Company relating without limitation to the installation storage use or maintenance of the Goods; or
(iii) the Goods having been maintained disassembled or serviced by any person not authorised by the Company in writing to do so;
(e) the Customer making no further use of the Goods which are alleged to be defective after the time at which the Customer discovers that they are defective; and
(f) the Customer has performed its obligations hereunder including having paid the total price for the Goods.
4.3 If the Company shows that the conditions of Clause 4.2 have not been complied with the Customer shall reimburse the Company for all work reasonably done or materials reasonably supplied by it in pursuance of the notice under clause
4.2(b)
5. EXCLUSION OF LIABILITY
5.1 Save as provided in Clause 4 above all conditions and warranties expressed or implied by statute or common law are hereby expressly excluded to the fullest extent permitted by law and except in respect of death or personal injury
caused by the Company’s negligence, the Company shall not be liable to the Customer for any loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims whatsoever which arise out of or in connection with the
supply of Goods or their use or resale by the Customer except as expressly provided in these Conditions.
5.2 Without prejudice to the generality of sub-clause 5.1 above all advice, drawings, equipment weights and measures and recommendations given by or on behalf of the Company to the Customer as to the specification, capacity and
performance of the Goods, method of storing, applying or using the Goods, the purpose to which the Goods may be applied and the suitability of using the Goods in any process or in conjunction with any other materials are given without
liability on the part of the Company, its servants or agents.
5.3 The Company reserves the right to make such reasonable variations to the specification and or design of the Goods as are necessary prior to delivery.
5.4 In the event that, notwithstanding the provisions of sub-clauses 5.1, 5.2 and 5.3 hereof the Company is found liable for any loss or damage, that liability shall in no event exceed the purchase price of the Goods.
6. DELIVERY
6.1 Unless otherwise agreed delivery shall be effected by the Company tendering the Goods for delivery at the ground floor entrance of the Customer’s premises. Whilst every effort will be made to make any advised delivery date all such
dates are approximate only and are not of the essence of the Contract and the Company accepts no liability in the case of failure to do so. The Company shall not be liable to make good any damage or loss arising directly or indirectly out of
delay in delivery whether or not such delay in delivery is caused by the fault of the Company.
(6.2 The Company may deliver the Goods by instalments and each such instalment shall be deemed to be sold under a separate contract and no failure of or delay in delivery of any instalment nor any defect in the contract thereof shall entitle
the Customer to treat the Contract as repudiated with regard to any other instalments.)
6.3 If for any reason the Customer fails to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may (without prejudice to any other claim which it may have) store the Goods until actual delivery
and charge the Customer for the reasonable costs of storage (including insurance) or dispose of the Goods at the best price readily obtainable and charge the Customer any shortfall under the price under the Contract.
6.4 The Company shall be deemed to have performed the Contract by delivery of such a quantity of Goods within 10% above or below the quantity ordered and the Customer shall pay at the price per unit quoted for the quantity of Goods
actually delivered.
6.5 The Customer shall notify in writing the Company of incomplete delivery within seven (7) working days of such delivery or, in the case of non-delivery, within ten (10) working days of the advised delivery date.
7. PROPERTY AND RISK
7.1 Risk in the Goods shall pass to the Customer upon shipment of the Goods from the Company’s premises or upon the Company tendering delivery of them at its premises or the Company informing the Customer or the appointed carrier
that the Goods are ready for collection, whichever is sooner. If the Company fails to deliver the Goods for any reason other than a cause beyond the Company’s reasonable control or the Customer’s fault and the Company is accordingly liable
to the Customer and the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7.2 Notwithstanding delivery and the passing of the risk in the Goods, or any other provision of
these Conditions, title to the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the
Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer the Customer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and
properly stored, protected and insures and identified as the Company’s property until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds
of the sale of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the customer and third parties and, in the case of tangible proceeds, properly
stored, protected and insured .
7.4 Until such time as the property in the Goods passes to the Customer and provided the Goods are still in existence and have not been resold 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 and the Customer hereby grants the Company an irrevocable license
to this effect which shall survive the termination of the Contract.
7.5 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 moneys owing by the Customer to the
Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
8. INTELLECTUAL PROPERTY
The Customer shall indemnify the Company against all actions, damages, losses, penalties, costs (including legal costs on an indemnity basis) and expenses for which the Company may be liable as a result of work done in accordance with
the Customer’s specifications or instructions which involves any actual or alleged infringement of any patent, copyright, trademark, registered design or other industrial or intellectual property right (whether or not registerable) of a third party or
which results in a claim for the tort of passing-off. All drawings, artwork, specifications and other such items prepared or provided by the Company shall remain the property of the Company and shall be returned to the Company on request.
The Company may destroy or dispose of such items at its discretion and without liability to the Customer. The Company may make an additional charge for artwork, design and origination work including proofs, samples and models and
accepts no responsibility in respect of errors, omissions or defects in or arising from the same if they have been approved by the Customer.
9. PRODUCT LIABILITY HYGIENE AND REGULATORY COMPLIANCE
9.1 The Customer shall ascertain and comply with applicable laws relating to the Goods (including any consumable items), their operation, use and disposal, including compliance with customs declarations and formalities and shall ensure that
the Goods are used only for the purpose and in the manner for which they were designed and supplied.
9.2 The Customer shall procure that the Goods are operated correctly and regularly and carefully cleaned, that safe working practices are adopted and complied with and that all persons likely to come into contact with the Goods receive
appropriate training and all applicable information in respect thereof and that all third parties who use or may be affected by or rely upon the Goods receive all appropriate manuals, notices and warnings and that any warning notices displayed
on the Goods are not removed, defaced or otherwise obscured and shall further pass on such Obligation to any third party recipient of the Goods.
9.3 If the Company makes any recommendation to the Customer in respect of the Goods concerning safety after the delivery the Customer shall promptly comply with the same and procure compliance by any third party. Reasonable charges
in respect of the Company being required to supply replacements for, or additions to the Goods in this respect shall be paid by the Customer.
9.4 The Customer shall indemnify the Company in respect of liability in relation to any breach of the Customer’s obligations under this clause 9 or claim by any third party arising from use or operation of the Goods.
10. TERMINATION
10.1 The Customer shall be deemed to have repudiated separately the Contract and every other contract with the Company if;
(a) the Customer is in breach of its obligation under the Contact or any other agreement with the Company or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an
administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or an encumbrance takes possession, or a receiver is appointed, or any of the property or assets of the Customer or the Customer
ceases or threatens to cease to carry on business or where the Customer is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner or any similar
arrangement or process under the laws or statutes of any applicable country or state; or
(b) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer; or
(c) direct or indirect control of the Customer passes from the present shareholders, owners or controllers to other persons whom the Company in its absolute discretion regards as unsuitable and the Customer shall forthwith notify the
Company in writing of any event mentioned in sub-clauses (a) to (c) inclusive above.
10.2 In the event of repudiation under sub-clause 10.1, the Company without prejudice to its other rights may (without incurring any liability to the Customer) accept the repudiation and treat any contracts with the Customer as terminated,
require the Customer to deliver to the Company any such Goods or enter any premises to repossess them, resell any such goods, and suspend and withhold further performance under any contract with the Customer until all sums owing by it
have been paid and/or any monies payable in advance by it under any unfulfilled contact have been paid.
11. GENERAL
11.1 The Customer shall not at any time disclose any confidential information relating to the Company including without limitation information concerning its business, products, know-how, customers, plans or other affairs or such information in
any manner which might be detrimental to the Company.
11.2 The Company’s rights and remedies shall not be prejudiced by any indulgence or forbearance extended to the Customer and no waiver by the Company of any breach by the Customer shall operate as a waiver of any subsequent breach
of the same or any other provision.
11.3 The unenforceability or invalidity of the whole or part of any clause, sub-clause or paragraph of these Conditions shall not affect the enforceability or validity of the remainder and if any of these Conditions or any part of them is rendered
void, voidable or unenforceable for any reason it shall be void, voidable or unenforceable to that extent only and no further and the remainder of these Conditions and any Contract shall remain unaffected.
11.4 Any notice hereunder shall be in writing and given effectively if delivered or sent to the office of the addressee last known to the sender. A notice shall be deemed served if sent by first class post the next business day following posting or
if sent by telex cable or facsimile the day of transmission provided such day is a business day, or if not, the next business day.
11.5 The Company shall not be liable for any failure to perform properly under the Contact if the reason for such failure is a result of an Act of God, the act of government authorities or other incidents which are beyond its reasonable control
and the Company may cancel or vary the Contract as a result.
11.6 The Customer shall be able to cancel the Contract only with the Company’s written consent; any cancellation shall be on terms specified by the Company.
11.7 All Contracts to which these conditions apply shall be governed and construed in accordance with the English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English courts. The paragraph headings
herein are only aids to reference and shall not affect the construction of these Conditions.