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Terms & Conditions

Terms and Conditions for the Supply of Goods

1
Interpretation
1.1
Definitions. In these Conditions, the following definitions apply:
Bribery Laws
the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Conditions
the terms and conditions set out in this document as amended from time to time in accordance with clause 16.6;
Contract
the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;
Customer
the person or firm who purchases the Goods from the Supplier;
Data Protection Legislation
means the Data Protection Act 1998, or the General Data Protection Regulation ((EU) 2016/679), as supplemented by the Data Protection Act 2017, whichever is in force at the time;
Delivery
the act of the Supplier taking the Goods to the Customer;
Delivery Location
the location agreed upon between the Supplier and the Customer where the Goods are to be delivered to;
Force Majeure Event
has the meaning given in clause 15;
Goods
the goods (or any part of them) set out in the Order;
Order
the Customer's order for the Goods made by telephone, fax or email, as set out in the new account application form;
Personal Data
has the meaning set forth in the Data Protection Act 1998;
Specification
any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier; and
Supplier
Furlong Flooring (Southern) Ltd (registered in England and Wales with company number 2704572), Furlong Flooring (Central) Ltd (registered in England and Wales with company number 03155746) or Furlong Flooring (Wales) Ltd (registered in England and Wales with company number 01161716).
1.2
Construction. In these Conditions, the following rules apply:
1.2 (a)
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2 (b)
A reference to a party includes its personal representatives, successors or permitted assigns;
1.2 (c)
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2 (d)
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2 (e)
A reference to writing or written includes faxes.
2
Basis of Contract
2.1
In opening or maintaining a trade or credit account with the Supplier, the Customer agrees that these Conditions apply to every contract for the supply of goods by the Supplier to that Customer in the future.
2.2
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.4
The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order by way of the new application form, at which point the Contract shall come into existence.
2.5
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6
Any samples, drawings, descriptive matter, or advertising produced by the Supplier are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.7
A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3
Goods
3.1
The Goods are described in the Supplier's display stands and shown in the samples and the Customer should be aware of the following best practice in respect of wood as a material:
3.1 (a)
Wood is a living material which swells if the moisture or humidity is raised and also shrinks if the moisture or humidity is lowered. These changes not only show that your floor is a natural product but can also lead to some irreversible deformation of the floor if the room climate and humidity is left too high or too low for an extended period of time. This can particularly happen if eg in the winter time the humidity in the heated room goes below the specified 45%. In this case Customers should install an air humidifier in order to prevent damage to a Customer’s floor. The same may also be necessary with air conditioned rooms.
3.1 (b)
It should also be noted that some species of wood are susceptible to change in colour from either light to dark or dark to light, for example cherry will mellow and walnut will lighted over time. This process can be speeded up with exposure to direct sunlight.
3.1 (c)
Hardwood flooring should be one of the last things installed at site. All work involving water or moisture (plumbing, plastering, ceilings, dry lining walls etc) should be completed prior to the wood flooring being installed.
3.1 (d)
Customers should make sure that the sub floor is clean, smooth, level, firm and dry with no bumps, dips or holes of more than +/- 2mm. Please refer to the manufacturer’s fitting guidelines. Before installing wood flooring ensure that the moisture content of the sub floor does not exceed 2.5% on concrete and sand/cement screeds and 12% on wood based sub floor (eg plywood, softwood floorboards etc).
3.1 (e)
A damp proof membrane of 0.2mm (1000 gauge) must always be inserted between a concrete sub floor and the underlay. For underlay with a built in DPM, always refer to the underlay manufacturer’s fitting guidelines. Do not install onto parquet flooring.
3.1 (f)
The wood flooring to be fitted should be left to acclimatise in unopened packs in the area of installation. A minimum of 48 hours is recommended for engineered wood and a minimum of 7 days for solid wood. During this time the packs should be kept away from draughts and direct heat sources ie radiators.
3.1 (g)
The moisture content of the boards should not exceed 8-9% for engineered products and 8-10.5% for solid products. It is extremely important that the boards are checked for visible defects before fitting. Customers should never start fitting the product if they are not happy with it. We will not compensate for visible defects on boards once fitted; we will only look at hidden faults once fitting has taken place.
3.1 (h)
Wood is a natural product with natural variations of colour, grain and characteristics. Customers should refer to the grading description on each product.
3.1 (i)
All Furlong pre-oiled floors are factory finished. Customers should apply additional coats after installation. Daily care, regular vacuuming is sufficient. Never use corrosive or abrasive cleaning products or detergents. Felt pads under the feet of furniture create preventative protection.
3.2
The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.1(a) shall survive termination of the Contract.
3.3
The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4
Cancellation
4.1
The Supplier shall use its discretion when determining whether any Order can be cancelled once placed.
4.2
If any Order cancellation is accepted an administration fee equal to 20% of the sum payable under that Order will be charged to the Customer’s account.
5
Delivery
5.1
Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
5.2
If the Goods are collected from the Supplier’s premises by or on behalf of the Customer then Delivery of the Goods is completed when loading onto the collecting vehicle.
5.3
Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence. The Supplier shall not be liable for any delay in Delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4
If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5
If the Customer fails to take or accept Delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
5.5 (a)
delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready;
5.5 (b)
the Customer will pay the Supplier £35 for the aborted delivery;
5.5 (c)
the Supplier shall store the Goods until Delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.6
If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for Delivery the Customer has not taken Delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.7
The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 1.25% more or less than the quantity of Goods ordered. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6
Specifications, Quality and Technical Details
6.1
All data provided by the Supplier relating to goods is approximate and does not form part of the Contract.
6.2
All goods are subject to length and width tolerances of plus or minus 1.25%, as specified in BS3655.
6.3
Colours of goods manufactured in different batches may vary or may be supplied in different widths, so may not necessarily match.
6.4
All pile carpets are liable to shading that is to show light and dark patches arising from unequal crushing of the surface. Light and delicate carpets are liable to become solid in wear, and so lose or change colour. These qualities are inherent in goods of this nature and should be brought to the attention of the end user. The Supplier cannot accept liability arising from these effects.
6.5
The Supplier shall not be liable to replace carpet for defects in side matching or for uplifting or refitting of the floor.
7
Warranties
7.1
Subject to clause 6, the Supplier warrants that on Delivery the Goods shall:
7.1 (a)
conform in all material respects with their description and any applicable Specification;
7.1 (b)
be free from material defects in design, material and workmanship;
7.1 (c)
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1 (d)
be fit for any purpose held out by the Supplier.
7.2
Subject to clause 7.3 and further to the Customer checking the Goods promptly upon Delivery, if:
7.2 (a)
the Customer gives notice in writing to the Supplier during the warranty period within 3 days of Delivery that some or all of the Goods do not comply with the warranty set out in this clause 7 Otherwise (and in all cases where carpet or other floor covering has been cut or laid) the Customer shall be deemed to have accepted the Goods as delivered and shall be bound to pay for them;
7.2 (b)
the Supplier is given a reasonable opportunity of examining such Goods; and
7.2 (c)
the Customer deems them to be faulty in which case the Supplier will collect them
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3
The Supplier shall not be liable for the Goods failing to comply with the warranty set out in this clause 7 in any of the following events:
7.3 (a)
the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2(a);
7.3 (b)
the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
7.3 (c)
the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
7.3 (d)
the Customer alters or repairs such Goods without the written consent of the Supplier;
7.3 (e)
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3 (f)
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4
Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty.
7.5
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.
7.6
These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8
Title and Risk
8.1
The risk in the Goods shall pass to the Customer on completion of Delivery.
8.2
Title to the Goods shall not pass to the Customer until the earlier of:
8.2 (a)
the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
8.2 (b)
the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.
8.3
Until title to the Goods has passed to the Customer, the Customer shall:
8.3 (a)
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
8.3 (b)
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3 (c)
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of Delivery;
8.3 (d)
notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2; and
8.3 (e)
give the Supplier such information relating to the Goods as the Supplier may require from time to time.
8.4
Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
8.4 (a)
it does so as principal and not as the Supplier’s agent; and
8.4 (b)
title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5
If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.2, then, without limiting any other right or remedy:
8.5 (a)
the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
8.5 (b)
the Supplier may at any time:
8.5 b (i)
require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
8.5 b (ii)
if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9
Price and Payment
9.1
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of Delivery.
9.2
The Supplier may, by giving notice to the Customer at any time before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
9.2 (a)
any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2 (b)
any request by the Customer to change the Delivery date(s), quantities or types of Goods ordered, or the Specification; or
9.2 (c)
any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3
Price includes Delivery of the goods specified by the Customer at the time of placing the order provided that this address is within the Supplier’s normal Delivery area. If the Customer requests Delivery outside of this area then a supplementary fee will be agreed when the order is taken. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
9.4
The Supplier may invoice the Customer for the Goods as soon as they have been dispatched.
9.5
The Customer shall pay the invoice in full and in cleared funds by 20th of the month following date of invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence. A 2% discount on the invoice is applicable where payment is made on time in accordance with this clause 9.5.
9.6
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per annum and all other sums payable under the Contract shall become immediately due and interest shall accrue. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.7
There shall be an administration fee of £25 plus VAT in respect of all cheques which are represented but remain unpaid for any reason.
9.8
The Supplier reserves the right to change any credit facilities offered to the Customer.
9.9
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier 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 Supplier to the Customer.
9.10
All interest and legal fees, including administration fees of a minimum of £200 plus VAT for commencing legal proceedings, charged pursuant to this Contract shall be collected through the Supplier’s designated debt collection agency credit terms
9.11
The existence of credit terms for the Customer shall be by agreement with the Supplier who may withdraw credit terms from any Customer who is or has been in default.
9.12
If credit terms are subsequently withdrawn, payment is due in full at the time (before or after Delivery).
9.13
If credit terms are not in place when the Order is taken, payment is due in full with the Order.
9.14
Any arrangement which is agreed to pay arrears by instalments will incur an administration fee of £10 plus VAT. If any instalments are not made on time they will be passed to the Supplier’s designated debt collection agency.
10
Anti-bribery
10.1
For the purposes of this clause 10.1 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2
Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2 (a)
all of that party’s personnel;
10.2 (b)
all others associated with that party; and
10.2 (c)
all of that party’s subcontractors;
involved in performing the Contract so comply.
10.3
Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.4
Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 10.
11
Anti-slavery
11.1
The Customer undertakes, warrants and represents that:
11.1 (a)
neither the Customer nor any of its officers, employees, agents or subcontractors has:
11.1 a (i)
committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
11.1 a (ii)
been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
11.1 a (iii)
is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
11.1 (b)
it shall comply with the Modern Slavery Act 2015; and
11.1 (c)
it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Customer’s obligations under clause (b). Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
11.2
Any breach of clause 11.1 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
12
Termination and Suspension
12.1
If the Customer becomes subject to any of the events listed in clause 12.2, the Supplier may terminate the Contract at the end of the month following the event by giving written notice to the Customer.
12.2
For the purposes of clause 12.1, the relevant events are:
12.2 (a)
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 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;
12.2 (b)
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;
12.2 (c)
Where the Customer is a Company:
12.2 c (i)
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;
12.2 c (ii)
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 Customer;
12.2 c (iii)
the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
12.2 (d)
a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
12.2 (e)
(being an individual) the Customer is the subject of a bankruptcy petition or order;
12.2 (f)
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 and such attachment or process is not discharged within 14 days;
12.2 (g)
any event occurs, or proceeding is 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 clause 12.2(a) to clause 12.2(d) (inclusive);
12.2 (h)
the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
12.2 (i)
the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
12.2 (j)
(being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
12.3
Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.4
On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
12.5
Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
12.6
Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
13
Limitation of Liability
13.1
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
13.1 (a)
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1 (b)
fraud or fraudulent misrepresentation;
13.1 (c)
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1 (d)
defective products under the Consumer Protection Act 1987.
13.2
Subject to clause 13.1:
13.2 (a)
the Supplier shall under no circumstances whatever be liable to the Customer, 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 (b)
the Supplier's total liability to the Customer 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 50% of the price of the Goods.a
14
Data Protection
14.1
The Supplier and Customer will comply in all respects with its and their respective obligations under the Data Protection Legislation in relation to the management or protection of Personal Data which is being processed in terms of this Agreement and, in particular, the Supplier and Customer:
14.1 (a)
use Personal Data only in so far as is necessary for the purpose of carrying out its obligations under the terms of this Agreement;
14.1 (b)
not disclose Personal Data unless specifically authorised to do so by the other party;
14.1 (c)
implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data; and
14.1 (d)
comply with any rules or policies in relation to processing Personal Data.
14.2
To the extent there are any additional requirements under the Data Protection Legislation now or in the future, the Supplier and Customer shall comply with any such additional requirements.
14.3
Any Personal Data of the Customer shall be held by the Supplier in accordance with the terms of its privacy policy which can be accessed at www.furlongflooring.co.uk.
15
Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
16
General
16.1
Assignment and Other Dealings.
16.1 (a)
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.1 (b)
The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
16.2
Notices.
16.2 (a)
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day Delivery service, commercial courier, fax or e-mail.
16.2 (b)
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.2(a); if sent by pre-paid first class post or other next working day Delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's Delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
16.2 (c)
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.3
Severance.
16.3 (a)
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.3 (b)
If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4
Waiver.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5
Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.6
Variation.
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 in writing and signed by the Supplier.
16.7
Governing law.
The Contract, these Conditions, and any dispute or claim arising out of or in connection with both or either of them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.8
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, these Conditions, the Contract, or their subject matter or formation (including non-contractual disputes or claims).