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TERMS & CONDITIONS OF SALE
PLEASE READ THESE CONDITIONS OF SALE CAREFULLY
BEFORE
PLACING AN ORDER AND RETAIN A COPY OF THESE CONDITIONS AND ANY ORDER FOR FUTURE
REFERENCE.
This
document states the Conditions which govern the purchase and supply of Goods to
Buyers.
1. Definitions and Interpretation
1.1 In
these Conditions, the following expressions will have the following meanings
unless inconsistent with the context:
1.1.1
“Business Day” means any day other than Saturday, Sunday or a public holiday in
either the Company’s place of business or the country of delivery within the UK
or such other days when the Company’s sales office is closed as notified to the
Buyer from time to time;
1.1.2
“Buyer” has the meaning specified in clause 2.2
1.1.3
“Company” has the meaning specified in clause 2.1;
1.1.4
“Contract” has the meaning specified in clause 3.2;
1.1.5
“Conditions” means these terms and conditions as amended from time to time in
accordance with clause 4.1;
1.1.6
“Force Majeure Event” has the meaning specified in clause 16.2;
1.1.7
“Goods” means any goods and, so far as the context permits, any services
provided by the Company to a Buyer;
1.1.8
“Minimum Order Value” means an Order for Goods where the total Order value is
£30, exclusive of VAT
1.1.9
“Non-returnable Goods” means those Goods which are specified as non-returnable
and/or denoted by the “Non returnable”
product symbol in the Company’s catalogue or online catalogue;
1.1.10 “Non Stock Products” has the meaning specified in clause
8.3.3;
1.1.11
“Order” has the meaning specified in clause 3.1 and “Ordered” will be construed
accordingly;
1.1.12
“Party” means either the Company or the Buyer and
“Parties”
will be construed accordingly;
1.1.13
“Product Warranties” means the warranties contained in the ‘Product Warranty
Information’ section of the Company’s catalogue;
1.1.14
“Service Guarantee” has the meaning specified in clause 10.1.1;
1.1.15
“Stock Products” has the meaning specified in clause 8.3.1;
1.1.16
“Furniture Products” has the meaning specified in clause 8.3.2;
1.1.17
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and
any similar replacement or additional tax
1.1.18
“Warranty Period” has the meaning specified in clause 13.1;
1.1.19
“Website” means the Company’s website with the URL www.lyreco.co.uk / .com
1.2 A
person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A
reference to a party includes its personal representatives, successors or
permitted assigns.
1.4 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.
1.5 Any
phrase introduced by the terms including, include, in
particular or any similar expression will be construed as illustrative
and will not limit the sense of the words preceding those terms.
2. Conditions Applicable
2.1
Lyreco UK Limited is a company incorporated in England and Wales with company
registration number 442696 and VAT number 927 2657 03, whose registered office
is at Deer Park Court, Donnington Wood, Telford, Shropshire TF2 7NB
(“Company”).
2.2 These
Conditions will apply to all contracts entered into
for the sale of Goods by the Company to a buyer who is acting in the course of
a business (“Buyer”).
2.3 The
Contract (including these Conditions) constitutes the entire agreement between
the Parties. The Buyer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Company which is
not set out in the these Conditions. Any samples,
drawings, descriptive matter, or advertising issued by the Company and any
descriptions or illustrations contained in the Company’s catalogues, brochures
or the Website are issued or published for the sole purpose of giving an
approximate idea of the Goods described therein. They will not form part of the
Contract or any other contract between the Parties for the sale of the Goods,
to the exclusion of all other terms and conditions (including any terms implied
by trade, custom, practice or course of dealing) and to any previous oral or
written communication between the Company and the Buyer.
3. Orders and the Formation of a Contract
3.1 The
Buyer may place an order for Goods (“Order”) by the methods permitted by the Company
from time to time in its sole discretion.
3.2 An
Order constitutes an offer from the Buyer to the Company to purchase the Goods
specified in such Order. All Orders are subject to acceptance by the Company,
and acceptance and formation of the contract (“Contract”) will take place by
the Company dispatching the Goods to the Buyer. For the avoidance of doubt,
these Conditions will be automatically incorporated into all Contracts.
3.3 The
Company is under no obligation to accept any Order from the Buyer.
3.4 A
Buyer may cancel an Order for Stock Products or Furniture Products at any time
before dispatch of the Goods by the Company. A Buyer may not cancel an Order
for Non Stock Products at any time without the
Company’s prior written agreement.
3.5 The
Contract will relate only to Goods dispatched to the Buyer.
3.6 An
Order will be conclusive evidence of a Buyer’s acceptance of these Conditions.
3.7 The
Company will only accept Orders from Buyers acting in the
course of a business and not from persons acting in an individual
capacity or dealing as consumers. The Company is not obliged to accept Orders
from office supply businesses, other workplace solution businesses nor any
other similar business in direct or indirect competition with the Company. By
placing an Order the buyer warrants that it is acting
in the course of a business and the Goods are purchased for internal use only.
3.8 In
the event that the Company agrees to sell Goods to a Buyer who is a wholesale
or reseller business, that Buyer agrees not to re-sell the Goods to a third
party.
4. Variation of these Conditions
4.1 The
Company reserves the right to add to, alter, amend or withdraw at any time
without notice any of these Conditions or the Service Guarantee. The
current
Conditions can be found on the Website and, by placing an Order, Buyers are
deemed to have read and understood the then current Conditions at the time of
placing any Order.
5. Accuracy of Information
5.1
Whilst the Company has attempted to ensure that the information within its
catalogues, the Website and other publications is correct at the time of
publication, they do not form part of any Contract. For technical reasons,
colour illustrations should be viewed as a guide only.
5.2 Any
typographical, clerical or other error or omission in any sales literature,
quotation, price list, invoice or other document or information issued by the
Company will be subject to correction without any liability on the part of the
Company.
6. Recycling
6.1 The
Company takes its environmental obligations seriously and will comply with The
Waste Electrical and Electronic Equipment Regulations (WEEE) and any other
regulations in force from time to time affecting the Goods sold by the Company.
Notwithstanding any provision of WEEE, the Company may, at its absolute
discretion, take back for recycling any product which is subject to WEEE where
the Buyer purchases a like for like product from the Company.
7. Privacy
7.1 The
Company reserves the right to monitor and record all telephone calls from
Buyers and use such recordings for any purpose in connection with the business
of the Company.
7.2 Any
personal information that is provided to the Company will be dealt with in line
with the Companies Privacy Policy, which explains what personal information we
collect, how and why we collect, store, use and share such information, rights
in relation to personal information and how to contact the Company and
supervisory authorities. A copy of the Company’s Privacy Policy is available on
the Website.
8. Orders, Specifications and Returns
8.1 The
Company may make any changes to the specification of the Goods so long as such
changes do not materially affect their performance or quality or if needed to
conform with any applicable health, safety or other statutory requirements.
8.2
Whilst the Company will endeavour to supply the Goods Ordered, the Company
reserves the right to supply Goods of a comparable specification without notice
and to vary to a reasonable extent the quantities delivered from those Ordered
to conform with the Company’s or its suppliers’ standard packaging.
8.3 The
Goods sold by the Company are at its absolute discretion categorised as:-
8.3.1
“Stock Products” being Goods ordinarily held in stock by the Company as
determined by the Company from time to time.
8.3.2
“Furniture Products” being Goods which the Company reasonably considers to be
furniture.
8.3.3 “Non Stock Products” being Goods not ordinarily held in stock
by the Company.
8.4 The
return of any Non-returnable Goods will only be accepted in the Company’s
absolute discretion or if they are defective at the date of delivery. Any Goods
which are so returned under this clause 8.4 must be accompanied by any
promotional items provided with them, whether or not
those promotional items themselves are defective. The Company reserves the
right to charge the Buyer for such promotional items not duly returned.
8.5 The
Company may, in its sole discretion, refund or credit the Buyer with the price
for Stock Products (except Non returnable
Goods) which are returned within 30 days of delivery provided that the Stock
Products are unopened and returned in their original packaging and condition.
Furniture Products may only be returned with the Company’s prior written
agreement and within 30 days of delivery. Non-Stock Products cannot be
returned. This does not affect the Buyer’s statutory rights. For Health &
Safety reasons, no food products may be accepted for return unless they are
shown to be defective.
8.6 The
Company at its sole discretion may agree to the return of Stock Products in the
condition stated in clause 8.5, up to 90 (ninety) days from delivery date,
subject to the Buyer placing a further Order (that shall be non-returnable) to
the same value or higher than the original order.
9. Price and Payment
9.1
Prices quoted in the Company’s sales literature are so far as practicable the
Company’s correct selling price. However, due to the ever
changing nature of the office supplies market, unless otherwise agreed
in writing, the Company reserves the right at any time to change the price of
Goods without notice to the Buyer. The price of the Goods will be as stipulated
in the Company’s price list current at the date of dispatch of the Goods.
However, where practicable, the Company will notify the Buyer of price changes
prior to their implementation.
9.2
Prices quoted are exclusive of VAT which will be charged at the rate prevailing
on the date of dispatch of the Goods or the date of the Company’s invoice for
the Goods if earlier.
9.3 The
Buyer will pay the price of the Goods Ordered in full and in cleared funds
within 30 days of the date of the Company’s invoice notwithstanding that title
in the Goods has not passed to the Buyer. The time of payment will be of the
essence of the Contract.
9.4 Subject
to clauses 10.2 and 10.3.2 the price of the Goods is inclusive of the costs and
charges of packaging, insurance and transport of the Goods.
9.5 The
Buyer will pay all amounts due under the Contract in full without any deduction
or withholding except as required by law and the Buyer will 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. 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 Buyer against
any amount payable by the Company to the Buyer.
9.6 The
Company reserves the right to grant, refuse, withdraw, restrict, alter, suspend
or cancel credit terms at its sole discretion. The Company reserves the right
to refuse, suspend or cancel Orders for Goods where the Buyer is or is liable
to become in breach of its credit terms.
9.7 Where
the Buyer’s account has been suspended or cancelled in accordance with clause
9.6, or its credit limit is reached or exceeded, the Company will be under no
obligation to accept any further Orders and will not be in breach of its
Service Guarantee in such circumstances.
9.8 If
the Buyer fails to make payment on the due date then without prejudice to any
other right or remedy available to the Company, the Company will be entitled to
charge the Buyer:-
9.8.1
Interest (both before and after any judgment) on the amount unpaid at the rate
of 4% above the prevailing Bank of England base rate until payment is made;
plus
9.8.2 An
administration fee of up to £35.00.
10. Delivery
10.1 To
Buyers who do not have an account with the Company’s Corporate Accounts
Division:-
10.1.1
Subject to the remaining provisions hereof and so long as the Buyer provides
information and facilities in accordance with clause 10.1.3, the Company
guarantees to deliver Stock Products to those Buyers who do not have an account
with the Company’s Corporate Accounts Division:
a )
anywhere in mainland Britain up to the Caledonian Canal not later than 6.00pm
on the next Business Day after the Order is received or;
b ) above
the Caledonian Canal not later than 6.00pm on the second Business Day after the
Order is received;
(“Service
Guarantee”) all accepted Orders received by 5.30pm for Stock Products where the
Goods Ordered are held in stock and unsold by the Company at the time the Order
is placed with the Company (with the exception of bulk
Goods to be delivered on a pallet). For all other Goods, the Company shall
endeavour to deliver the Goods by the date notified by the Company to the Buyer
in writing. Time is not of the essence for delivery.
10.1.2
If, in the Company’s opinion, the Buyer reasonably considers that the Company
has failed to comply with the Service Guarantee, the Company will, if the
Buyer, within 7 Business Days of the due date of delivery so requests (time
being of the essence), complete where necessary the delivery of any undelivered
Goods and the Company will refund, credit or waive up to a maximum of £250.00
of the price of the affected Goods at the Company’s sole discretion. This will
be the Buyer’s sole remedy for breach of the Service Guarantee.
10.1.3
The Company’s Service Guarantee is subject to the Buyer providing sufficient
accurate information and appropriate facilities to enable the Company to effect
delivery of the Goods. The Service Guarantee will not be applicable where:-
a ) the Company is unable to deliver the Goods because the Buyer has not
provided the Company with sufficient delivery information or
b ) the Buyer is not available to take delivery of the Goods or refuses to take
delivery of the Goods.
10.2 The
Company may in its absolute discretion impose a delivery charge of £2.90 /
€2.90 (plus VAT) on any Orders that do not exceed the Company’s Minimum Order
Value (as defined in clause 1.1.8).
10.3 This
clause 10.3 applies to Buyers who do have an account with the Company’s
Corporate Accounts Division:-
10.3.1
Any dates quoted for delivery of the Goods are approximate only and the Company
will not be liable for any delay in delivery however caused.
10.3.2
The Company may make a separate charge for deliveries where the Buyer
specifically requests and the Company agrees to
deliver by an agreed time.
10.3.3
This clause 10.3.3 applies if the Company fails to deliver stocked Goods within
timescales requested by the Buyer and agreed with the Company, unless by reason
of any Force Majeure Event or because of the Buyer’s breach, act or omission.
In such circumstances the Company’s liability will be limited to any amount by
which the price of similar goods (in the cheapest market available to the
Buyer) exceeds that of the Goods not delivered.
10.4 For
the purposes of this clause 10, an Order is received when it is in the
Company’s possession. In the case of internet Orders this will be the time of
receipt in the time zone in which the Company operates. Orders received on a
Business Day after 5.30pm or not on a Business Day will be deemed to have been
received and accepted at 9.00am on the next Business Day.
10.5 The
Buyer must notify the Company within 5 Business Days of delivery of any
discrepancies in the Goods received, otherwise, all the Goods Ordered as stated
on the delivery note will be deemed to have been delivered and accepted.
10.6 The
Company will not be liable for any delay in delivery of the Goods under this
clause 10 that is caused by a Force Majeure Event or any other breach, act or
omission by the Buyer.
10.7 If
the Buyer fails to accept delivery of the Goods within 3 attempts by the Company
to deliver the Goods, then, except where such failure is caused by a Force
Majeure Event or the Company’s failure to comply with its obligations under the
Contract:
10.7.1
Delivery of the Goods will be deemed to have been completed at the time at
which the Company makes the third attempt to deliver the Goods and the Buyer
shall pay for the Goods in accordance with clause 9.3. After the third attempt
is made, it shall be up to the Buyer to contact the Company to arrange for the
Goods to be delivered to the Buyer or collected from the Company (at the
Company’s option) at such time as may be acceptable to the Company; and
10.7.2
The Company may store the Goods until delivery or collection (as the case may
be) takes place, and charge the Buyer for all related costs
and expenses (including insurance). Where the Company does store the Goods, it
may, at the Buyer’s cost and upon giving not less than 10 Business Days’ notice
in writing to the Buyer, sell such Goods or otherwise dispose of part or all of the Goods,
10.8 If,
before title to the Goods passes to the Buyer, the Buyer becomes subject to any
of the events listed in clause 12.2, or the Company reasonably believes that
any such event is about to happen and notifies the Buyer accordingly, then,
provided that the Goods have not been resold, or irrevocably incorporated into
another product, and without limiting any other right or remedy the Company may
have, the Company may at any time require the Buyer to deliver up the Goods
and, if the Buyer fails to do so promptly, enter any premises of the Buyer or
of any third party where the Goods are stored in order to recover them.
11. Risk and Property
11.1 Risk
of damage to or loss of the Goods will pass to the Buyer at the time of
delivery.
11.2
Notwithstanding delivery and the passing of risk in the Goods or any other
provision of these Conditions, title to the Goods or any part thereof will not
pass to the Buyer until:-
11.2.1
the Company has received cleared funds for all monies owed, due or payable by
the Buyer to the Company for such Goods and any other Goods agreed to be sold
by the Company to the Buyer for which payment is then due; or
11.2.2
the Company serves notice in writing on the Buyer specifying that title in the
Goods or any specified part thereof has passed to the Buyer.
11.3
Until title to the Goods has passed to the Buyer in accordance with clause
11.2, the Buyer will hold the Goods or any part thereof as a bailee of the
Company and will store and insure the Goods or any part thereof in the same
state and condition in which they were delivered and separately from other
goods so as to ensure that they are clearly
identifiable as the property of the Company.
11.4 The
Company will be entitled to recover the Goods in respect of which title has not
passed to the Buyer at any time and the Buyer hereby authorises the Company,
its officers, employees and agents to enter upon any premises of the Buyer for
the purpose either of satisfying itself that clause
11.3 is
being complied with by the Buyer or recovering any Goods in respect of which
title has not passed to the Buyer.
11.5
Until such time as the title to Goods passes to the Buyer, the Buyer will be
entitled to use the Goods in the ordinary course of business unless notified by
the Company in writing to the contrary.
12. Buyer’s Insolvency or Incapacity
12.1 If
the Buyer becomes subject to any of the events listed in clause 12.2, or the
Company reasonably believes that the Buyer is about to become subject to any of
them and notifies the Buyer accordingly, then, without limiting any other right
or remedy available to the Company, the Company may cancel or suspend all
further deliveries under the Contract or under any other contract between the
Buyer and the Company without incurring any liability to the Buyer, and all
outstanding sums in respect of Goods delivered to the Buyer will become
immediately due.
12.2 For
the purposes of clause 12.1, the relevant events are:
12.2.1
the Buyer 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;
12.2.2
the Buyer 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 Buyer is
a company) these events take place for the sole purpose of a scheme for a
solvent amalgamation of the Buyer with one or more other companies or the
solvent reconstruction of the Buyer;
12.2.3
(being an individual) the Buyer is the subject of a
bankruptcy
petition or order;
12.2.4
(being a company) 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 Buyer;
12.2.5
(being a company) a floating charge holder over the assets of the Buyer has
become entitled to appoint or has appointed an administrative receiver;
12.2.6 a
person becomes entitled to appoint a receiver over the assets of the Buyer or a
receiver is appointed over the assets of the Buyer;
12.2.7
any event occurs, or proceeding is taken, with respect to the Buyer in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause 12.2.1 to clause 12.2.6 (inclusive);
12.2.8
the Buyer suspends, threatens to suspends, ceases or
threatens to cease to carry on all or substantially the whole of its business;
12.2.9
the financial position of the Buyer deteriorates to such an extent that, in the
opinion of the Company, the capability of the Buyer to adequately fulfil its
obligations under these Conditions has been placed in jeopardy; or
12.2.10 (
being an individual) the Buyer 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.
13. Warranties
13.1
Subject to the conditions set out in clause 13.5, the Company warrants that all
non-consumable Goods other than those to which a Product Warranty applies, will
correspond with their specification (subject to clause 8.1) at the time of
delivery and will be free from material defects in material and workmanship for
a period of 12 months (“Warranty Period”) commencing on the date of delivery.
13.2
Subject to clauses 13.3, 13.5 and 13.6, if:
13.2.1
the Buyer gives notice in writing to the Company during the Warranty Period
within 5 Business Days of discovery that some or all of the Goods do not comply
with the warranty set out in clause 13.1;
13.2.2
the Company is given a reasonable opportunity of examining such Goods; and
13.2.3
the Buyer (if asked to do so by the Company) returns such Goods to the
Company’s place of business at the Buyer’s cost, the Company will, at its
option, repair or replace the defective Goods, or refund all or an appropriate
part of the price of the defective Goods.
13.3 The
Company gives no warranty in respect of Goods which are listed in the Company’s
catalogue current at the time of Order as having a Product Warranty. In addition the Company makes no representations as to the
efficacy or otherwise of any Product Warranty.
13.4
Where a defect is covered by a Product Warranty, the Buyer must follow the
procedure set out in the ‘Product Warranty Information’ section of the
Company’s catalogue.
13.5 The
warranty given in clause 13.1 is given by the Company subject to the condition
that the Company will be under no liability in respect of any defect arising
from fair wear and tear, wilful damage, negligence, abnormal working
conditions, failure to follow the manufacturers’ or
the Company’s instructions (whether oral or in writing), misuse or alteration
or repair without the Company’s approval.
13.6
Subject as expressly provided in these Conditions, all warranties, conditions
or other terms implied by statute or common law are excluded to the fullest
extent permitted by law, subject to clause 14.1.
14. Liability
14.1
Nothing in these Conditions seeks to limit or exclude the Company’s liability
for:
14.1.1
death or personal injury caused by the Company’s negligence or the negligence
of its employees, agents or subcontractors (as applicable);
14.1.2
fraud, fraudulent misrepresentation or other dishonesty;
14.1.3
breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
14.1.4
defective products under the Consumer Protection Act 1987.
14.2
Subject to clause 14.1 and the remaining provisions of this clause 14:
14.2.1
the Company will not be liable to the Buyer, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of
revenue, profit, business interruption, business opportunity, goodwill,
reputation or other economic loss whether direct or indirect and whether
arising under or in connection with the Contract or the use or re-sale of the
Goods by the Buyer or otherwise.
14.2.2
the Company’s total liability to the Buyer in respect of all losses arising
under or in connection with the Contract or the use or re-sale of the Goods by
the Buyer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise (including where such loss is caused by the acts
or omissions of its employees, agents or subcontractors), will not exceed the
price paid for the Goods.
14.3
Goods incorrectly supplied or invoiced as result of error on the part of the
Company will be collected and credited without charge but only to the extent
that such error is not attributable in whole or in part to an act or omission
of the Buyer. This is the Buyer’s sole remedy in such circumstances and the
Company will have no further liability.
14.4 When
Ordering through the Website, the Buyer must ensure it has in place reasonable
virus protection. The Company accepts no liability for viruses transmitted or
passed to the Buyer through use of the Website.
14.5
Subject to clauses 10.1.2 and 14.1, the Company’s total liability in contract,
tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or
contemplated performance of the Order for Goods will be limited to the price of
each Order accepted by the Company with the Buyer.
14.6 The
Buyer agrees that it is best able to estimate the extent and nature of the
insurance cover suitable for its business and property from time to time and
that it is reasonable for the Company to sell the Goods and fix the purchase
price on the basis of the exclusions and limitations
of liability contained in these Conditions. The Buyer acknowledges that the
price of the Goods would be higher were such provisions altered in these Conditions
and the Buyer agrees that it will be responsible for effecting insurance cover
as mentioned above including any required insurance cover in respect of any
loss or damage of whatsoever kind or howsoever caused either by reason of the
negligence of the Company or otherwise to premises, plant or to other property
and the Company will have no legal liability in respect of any such loss or
damage.
15. Indemnity
15.1 The
Buyer will indemnify the Company in respect of any loss, damages, claims,
expenses, proceedings, judgments or costs that the Company is subject to as a result of the Buyer’s negligence, any act or omission
in breach of these Conditions and the Buyer’s use of the Goods.
16. Force Majeure
16.1 The
Company will not be liable to the Buyer or be deemed to be in breach of the
Contract by reason of any delay in performing, or any failure to perform, any
of the Company’s obligations in relation to the Goods, if
the delay or failure was due to a Force Majeure Event.
16.2 A
Force Majeure Event means any cause beyond the Company’s reasonable control,
which by its nature could not have been foreseen, or if it could have been
foreseen, was reasonably unavoidable. Without prejudice to the generality of
the foregoing, the following will be regarded as Force Majeure Events:-
16.2.1
acts of God, adverse weather conditions, explosion, flood, tempest, fire or accident;
16.2.2
war or threat of war, sabotage, insurrection, civil disturbance or requisition;
16.2.3
acts, restrictions, regulations, bye-laws, prohibitions
or measures of any kind on the part of any governmental, parliamentary or local
authority;
16.2.4
import or export regulations or embargoes;
16.2.5
strikes, lock-outs or other industrial actions or
trade disputes (whether involving employees of the Company or of a third
party);
16.2.6
difficulties in obtaining raw materials, labour, fuel, parts or machinery;
16.2.7
power failure or breakdown in any vehicle or machinery or any computer
malfunction, such vehicle, machinery or computer being used by the Company for
the purposes of complying with its obligations in these Conditions; or
16.2.8
the imposition of stopping, waiting, parking or similar restrictions which
delay or prevent the Company from reasonably effecting delivery of the Goods.
17. Notices
17.1 Any
notice or other communication given to a Party under or in connection with
these Conditions will 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 in
writing in accordance with this clause, and will be delivered personally, sent
by pre-paid first-class post, recorded delivery, commercial courier, fax or
e-mail.
17.2 A
notice or other communication will be deemed to have been received: if
delivered personally, when left at the address referred to in clause 17.1; if
sent by pre-paid firstclass post or recorded
delivery, 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 fax or e-mail, one Business Day after transmission.
17.3 The
provisions of this clause 17 will not apply to the service of any proceedings
or other documents in any legal action.
18. General
18.1 If
any court or competent authority decides that any of the provisions of these
Conditions are invalid, unlawful or unenforceable to any extent, the relevant
clause(s) will, to that extent only, be severed from the remaining clauses,
which will continue to be valid to the fullest extent permitted by law.
18.2
These Conditions will be governed by the laws of England and Wales, and the
Company and any Buyer shall submit to the exclusive jurisdiction of the courts
of England and Wales in relation to any dispute hereunder.
18.3
Nothing in these Conditions will confer, nor does the Company or Buyer intend
it to confer, any enforceable right on any third party and the Contracts
(Rights of Third Parties) 1999 will not apply.
18.4 The
Company may at any time assign, transfer, charge, subcontract or deal in any
other manner with all or any of its rights or obligations under these
Conditions. The Buyer may not assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights or obligations under these
Conditions without the prior written consent of the Company.
18.5 A
waiver of any right or remedy under these Conditions is only effective if given
in writing and will 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
these Conditions or by law will constitute a waiver of that or any other right
or remedy, nor will it preclude or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy
will preclude or restrict the further exercise of that or any other right or
remedy.
Edition
2022 v1.