Terms & Conditions

RHINO SYSTEMS LIMITED

Conditions of Sale of Goods and Services

“Overriding Condition regarding Coronavirus”
Whilst Rhino Systems Limited will strive to supply the goods which are the subject of our customers’ orders within the time estimate provided, Rhino Systems fully reserve the right to delay delivery due to any direct or indirect impact of the current Coronavirus pandemic and without liability to any loss or financial penalty.

1.Interpretation
In these conditions “the Company” is Rhino Systems Limited whose head office is Maritime Road, Llewellyn’s Quay, Port Talbot, SA13 1RF.

1.1 the following words and phrases shall have the following meanings;
“the Conditions” means the standard terms and conditions of sale set out in this document (and unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the customer
“the Contract” means any contract for the purchase and sale of the Goods and/or the provision of the Services which shall be subject to the conditions.
“the Customer” means the person whose order for the Goods and/or provision of Services is accepted by Rhino Systems
“the Goods” means the goods (including any instalment of the goods or any parts for them) which the Company is to supply in accordance with this Contract as set out in the Specification
“in writing” includes electronic communication or any other comparable means of written communication
“the Order” means the quantity description and other information in relation to the Goods and/or Services
“the Order acknowledgement” means Rhino System’s standard order acknowledgement form sent in accordance with condition 3.1
“Rhino Systems” means Rhino Systems Limited (registered number 09640709) whose registered office address is situated at Maritime Road, Llewellyn’s Quay, Port Talbot, SA13 1RF
“Services” means the service to be provided under this Contract by Rhino Systems as set out in the Specification together with any other services to be provided by Rhino Systems as agreed in writing between the parties.
“Specification” includes any plans, drawings, data or other information relating to the Goods and (if applicable) details of the Services to be provided under the Contract and
“Supplemental Charges” means the charges for Services provided by Rhino Systems which fall outside the scope of the Specification.

1.2 References to persons include bodies corporate and unincorporated associations and partnerships and words importing the singular include the plural and vice versa and words importing a gender include every gender.

1.3 In these Conditions references to any statute or statutory provision shall unless the context requires otherwise be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced at the relevant time.

1.4 Headings are for ease of reference only and shall not affect the construction or any provision hereof

1.5 Obligations assumed by more than one party shall be joint and several.

2. Basis of the Sale

2.1 The Company shall sell and the Customer shall purchase the Goods and/or the Services in accordance with any written quotation of the Company which is accepted by the Customer or any written order of the Customer which is accepted by the Company subject to these Conditions which shall govern the Contract to the exclusion of all other terms and conditions subject to which any such quotation is acceptable or purported to be accepted or any such order is made or is purported to be made by the Customer.

2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.

2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing SO THAT in entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Company or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list , acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.6 Any quotation is given on the basis that no Contract will come into existence until the Company dispatches an Order Acknowledgement to the Customer.

3. Orders and Specifications

3.1 Any quotation by the Company is valid for acceptance within a period of 90 days, only unless expressly stated otherwise, provided that the Company has not previously withdrawn it.

3.2 No order submitted by the Customer to the Company shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative (“the Order Acknowledgement”). In the case of emergency repairs that condition may be waived provided that either an official order number is obtained or the work is signed for as completed by the Customer or his representative.

3.3 The Customer shall be responsible to the Company for ensuring that accuracy of the terms of any order including any applicable specifications submitted by the Customer and for giving the Company any necessary information relating to the goods or services to be performed within a sufficient time to enable the Company to perform the Contract in accordance with its terms. Any drawings prepared by the Company and provided in the Specification shall be approved in writing by the Customer.
Any costs incurred by Rhino systems as a result of;

3.3.1 the Customer’s delay in approving the Specification

3.3.2 the Customer failing to provide accurate or adequate instructions shall be borne by the Customer and shall be deemed a Supplemental Charge payable in accordance with Condition 7.5

3.3 The quantity, quality and description of specification for the Goods and/or Services shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order if accepted by the Company PROVIDED THAT all descriptions and illustrations contained in Rhino System’s literature price lists and advertisements or otherwise communicated to the Customer (other than in a written quotation) are intended merely to present a general idea of the Goods and/or Services described therein and nothing contained in any of them shall form any part of the Contract.

3.4 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Customer it is hereby agreed that such sample was so exhibited and inspected solely to enable the Customer to judge for himself the quality of and not so as to constitute a sale by sample SO THAT the Customer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality or sufficiency for any purpose.

3.5 Unless the Company states otherwise in writing the Goods are not tested and sold as fit for any particular purpose and any term of warranty or condition express implied or statutory to the contrary is excluded to the fullest extent allowed in law.

3.6 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with the Customer’s own specification the Customer shall indemnify the Company against any loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent copyright registered design right trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Specification.

3.7 The Company reserves the right to make any changes in the Specification which are required for the Goods to conform with any applicable safety or other statutory requirements PROVIDED THAT such reservation does not in any way infer that the Company is providing any warranty to the Customer as to the Goods conformity with such safety or other statutory requirements.

3.8 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the customer will indemnify the Company in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damage charges and expenses incurred by the Company as a result of the cancellation.

4 Services

4.1 In consideration of the Customer making the payments under Condition 8, the Company will perform the Services on the dates set out in the Specification

4.2 The services supplied under the Contract shall continue to be supplied for the duration as set out in the Specification and after that shall continue to be supplied unless the Contract is terminated in accordance with Condition 11.

4.3 In the event that any Goods to which the Services are to apply represent a health & safety hazard:

4.3.1 the customer shall notify the Company as soon as possible and take such steps as are reasonably necessary to mitigate the effect of such fault or hazard and

4.3.2. subject to conditions 4.4 and 4.5 below, the Company shall as soon as reasonably practical, take all proper steps to correct the fault at its own cost by repairing the Goods as part of the Services provided to the Customer

4.4 The Services include the provision of non-routine repairs of faults required as a result of a malfunction or component failure but do not include the repair of any faults resulting from misuse, vandalism, incorrect environmental conditions (including but not limited to incorrect temperature levels) mains electrical surges or failures or any other accidental, negligent or wilful damage for which Supplementary Charges will be payable.

4.5 The Company may remove all or part of the Goods from the Customer’s premises for the purpose of providing the Services. The Company is not obliged to provide any routine maintenance or any non-routine fault repair services at premises other than the Customer’s business premises specified in this contract.

5. Customer’s Obligations

5.1 The Customer shall

5.1.1 comply with all the Company’s reasonable requests in all matters relating to the Goods and/or Services and appoint the Customer’s representative as notified in writing to the Company who shall have the authority contractually to bind the Customer on matters relating to the Contract.

5.1.2. assess the Goods’ suitability in accordance with Condition 10.4 or otherwise

5.1.3. ensure the relevant premises are suitable for the supply of the Services including identifying, monitoring removing and disposing of any hazardous materials from its premises in accordance with all applicable laws before and during the supply of the Services at those premises and informing the Company of all its obligations and actions under this Condition 5.1.4

5.1.4 provide the Company with copies of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises and

5.1.5. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services insofar as such licences, consents and legislation relate to the Customer’s business premises staff and equipment in all cases before the date on which the Services are to start.

5.2 If the Company’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Company shall not be liable for any costs charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

5.3 The Customer shall be liable to pay to the Company on demand all reasonable costs charges or losses sustained or incurred by the Company (including any direct , indirect or consequential losses loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence failure to perform or delay in the performance of any of its obligations under the Contract subject to the Company confirming such costs, charges and losses to the Customer in writing.

5.4 The Customer shall not without the prior written consent of the Company at any reasonable time from the termination of the Contract solicit or entice away from the Company any person who is or has been engaged as an employee or attempt to employ any person who is or has been engaged as a sub-contractor of the Company in the provision of the Services.

5.5 Any consent given by the Company in accordance with 5.4 shall be subject to the Customer paying to the Company a sum equivalent to 20% of the then current annual remuneration of the Company’s employee or sub-contractor or if higher 20% of the annual remuneration to be paid by the Customer to that employee or sub-contractor.

6. Prices and Terms of Payment

6.1 The price of the Goods and/or Services shall be the price set out in the order

6.2 The Company reserves the right by giving notice in writing to the Customer at any time before delivery to increase the price of the Goods and Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the cost of labour materials or other costs of manufacture)or any change in delivery dates quantities or against all loss specifications for the Goods and/or Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

6.3 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on an ex-works basis and where the Company agrees to deliver the Goods and/or Services otherwise than at the Customer’s premises the Customer shall be liable to pay the Company’s charges for transport packaging and insurance.

6.4 The price for the Goods and/or Services shall be exclusive of any Value Added Tax which the Customer shall pay in addition to the Company at the prevailing rate. Unless otherwise advised in writing by the Company, all costs or charges in relation to loading , unloading carriage and insurance all of which amounts the Customer will pay in addition when it is due to pay for the Goods and Services.

6.5 Supplemental charges shall be payable by the Customer to the Company if;

6.5.1 The Company carries out any non-routine repairs as referred to in Condition 4.4 and/or

6.5.2 where performance of the Services is made more difficult or costly by breach of the Customer’s obligations under this Contract

6.6 The Company shall be entitled to invoice the Customer for the price of the Goods and/or Services on or at any time after delivery of the Goods and/or performance of the Services to the Customer.

6.7 Where the Goods are to be collected by the Customer or the Customer fails to take delivery of the Goods the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or (as may be the case) the Company has tendered delivery of the Goods.

6.8 The Customer shall pay the price of the Goods and/or Services by BACS or in such form as agreed by the Company within a maximum of 30 days of the date of the Company’s invoice and within 7 days for deposit payments and the Company shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.

6.9 All Supplemental Charges are payable by BACS at the rates current at the time that the relevant charges are incurred and are to be paid within 30 days of the date of the Company’s invoice.

6.10 If the customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to at its discretion to

6.10.1 cancel the contract or suspend any further deliveries to the customer under the contract

6.10.2 request immediate payment of all payments outstanding in respect of the good and/or services supplied under the contract and all other goods under any other contract notwithstanding the fact that the date for payment may not yet have fallen due; and

6.10.3 appropriate any payment made by the customer for such of the goods and/or services (or goods supplied under any other contract between the customer and the Company) as the Company may think fit notwithstanding any purported appropriation by the customer.

6.10.4 The Company reserves the right to claim interest or any other charges under the Late Payment of Commercial Debts (Interest) Act 1998 upon any overdue account together with reasonable administrative charges incurred by the Company in collecting any overdue amount.

6.10.5 In addition to any right of lien to which it may be by law entitled to the Company shall be entitled to a general lien on all property of the customer in the possession of the Company for all sums whether or not liquidated or qualified due from the customer to the Company PROVIDED THAT the Company shall not be liable for loss or damage to the Customers property in the Company’s possession either as a result of the
exercise by the Company of its lien or otherwise.

7.0 Delivery and Installation

7.1 Unless otherwise agreed, delivery of the goods shall be made by the Company delivering the goods to the Customer’s premises at any time after the Company has notified the customer by phone/email that the goods are ready for delivery PROVIDED THAT for the purpose of this provision delivery of the goods shall be deemed to have been effected when the goods are loaded on to the collecting vehicle and delivery of the goods have been effected when the goods are offloaded from the vehicle making the delivery. Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract.

7.2 Any dates quoted by the Company for delivery of the goods and/or providing the services are approximate only.
The Company will use reasonable endeavours to meet any dates given but shall not be liable for any late delivery of the goods or their installation howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the customer.

7.3 Should the Company be prevented from or hindered in delivering the goods and/or providing the services or any part thereof by reason of war fire explosion flood riot strike lock-out shortage of materials or labour or any cause beyond the Company’s control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.

7.4 Should the Company be prevented from delivering part of the goods and/or providing the services by reason of any of the causes specified in condition 7.3 the Company shall deliver and the Customer shall take and pay for such part of the goods and/or services as the Company shall be able to deliver in accordance with the contract.

7.5 If the Customer fails to take delivery of the goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company, the Company may;

7.5.1 invoice the Customer in accordance with condition 6 and

7.5.2 store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage or
7.5.3 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the customer for any shortfall below the price under the contract.

7.6 On agreement of a site installation date, should this be cancelled within 14 working days of the agreed date, additional charges may be incurred to cover plant and labour. It should also be noted that as installation work is planned one month ahead, any cancellation would need to be re-arranged for the next available date.

8.0 Passing of Risk and Title

8.1 Risk of damage to or loss of the goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the goods at the time when the Company tenders delivery of the goods.

8.2 The Company shall not be liable for any loss of any kind to the Customer arising from any damage to the goods occurring after the risk has passed to the Customer however caused nor shall any liability of the Customer to the Company be diminished or extinguished by reason of such loss.

8.3 Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions 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 sums due from the Customer to the Company for which payment is then due SO THAT the Company shall be entitled to all rights of access to the customer’s premises to
enforce its rights hereunder.

8.4 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 and protected and insured and identified as the Company’s property SO THAT until that time the Customer shall only be entitled to resell or use the goods in the ordinary course of its business provided that it accounts to the Company for the proceeds of sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any money or property of the Customer and third parties and in the case of tangible proceeds properly stored protected and insured.

8.5 Until such time as the property in the goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the goods are stored and repossess the goods.

8.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company but if the Customer does so all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

8.7 The Customer’s right to possession of the goods shall terminate immediately if;

8.7.1 the Customer calls any meeting of its creditors or makes any voluntary arrangement with its creditors or becomes subject to an administration order (being an individual or firm) becomes bankrupt or (being a company) shall present a petition or have a petition presented by creditors against it for its winding up or goes in to liquidation (otherwise than for the purposes of amalgamation or reconstruction) or

8.7.2 an encumbrancer takes possession or a receiver or administrative receiver is appointed over the whole or any part of the property or assets of the Customer or

8.7.3 the Customer shall be deemed unable to pay its debts or

8.7.4 the Customer ceases or threatens to cease to carry on business or

8.7.5 the Customer commits an irremediable breach of the conditions or

8.7.6 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the customer in writing accordingly.

8.8 if this condition applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without incurring any liability to the Customer and if the goods have been delivered but not paid for the price for the goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

8.9 The goods are sold subject to the rights of any person whether in respect of any patent trademark registered design copyright confidential disclosure or otherwise howsoever to prevent or restrict the sale or the use of the goods in any part of the world and the Customer will in this respect accept such title to the goods as the Company may have.

9. Warranties and Liability

9.1 Subject to the conditions set out below the Company warrants that the goods will correspond with the order at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery or 12 months from the completion of installation where installed by the Company.

9.2 The Company warrants that the services shall be provided using reasonable skill and care and in accordance with the order and the specification

9.3 The above warranties are given by the Company subject to the following conditions.

9.3.1 The Company shall be under no liability in respect of any defect in or unsuitability for the intended purpose of the goods arising from the specification or any other drawing design or specification supplied by the Customer

9.3.2. in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow the Company’s instructions (whether oral or in writing) misuse or alteration or repair of the goods without the Company’s approval

9.3.3. in respect of any failure to follow the Company’s specifications (whether oral or in writing) in respect of the recommended levels of tolerance temperature pressure load tension and other restrictions within which the goods can be safely used.

9.3.4 arising out of any instructions received from the Customer which are incomplete, inaccurate or illegible
or

9.3.5. arising out of the Customer’s breach of any of the provisions of condition 5

9.4 The Company shall be under no liability under the above warranties (or any other warranty condition or guarantee) if the total price for the goods and/or services has not been paid by the due date for payment

9.5 The above warranties do not extend to parts materials or equipment forming part of the goods not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company

9.6 Subject as expressly provided in these conditions and except where the Goods are sold under a consumer sale (as defined in the Sale and Supply of Goods Act 1994) all warranties conditions or other terms implied or common law are excluded to the fullest extent permitted by law.

9.7 The Company shall not be liable for a breach of the warranty in Condition 9.1 unless;

9.7.1 The Customer gives written notice of the defect to the Company within 3 days of the time when the Customer discovers or ought to have discovered the defect and

9.7.2 The Company is given reasonable opportunity after receiving the notice of examining such goods and/or services for the purpose of validating the claim SO THAT if the claim is validated the Company shall be entitled to replace the goods (or the part in question) free of charge or at the Company’s sole discretion refund to the Customer the price of the goods (or a proportionate part of the price) but the Company shall have no further liability to the Customer.

9.8 The Company shall not be liable for a breach of the warranty in condition 9.1 if;

9.8.1 the Customer makes any further use of such goods or unreasonably delays the Company’s opportunity to inspect the goods after giving notice under 9.6 or

9.8.2 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice or

9.8.3 the Customer alters or repairs such goods without the written consent of the Company

9.9 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent representation

9.10 Subject to condition 9.9 the Company’s total liability in contract, tort (including negligence or breach of statutory duty, misrepresentation or otherwise arising in connection with the performance or contemplated of this contract shall be limited as follows;

9.10.1 The Company’s liability for loss or damage to buildings, fixtures and fittings caused by an act of the Company, its agents, employees or sub-contractors shall not exceed £5,000,000.

9.10.2 The Company’s liability for all other loss or damage shall be limited to the contract price and 9.10.3 The Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the contract.

9.11 In the event the Customer is a consumer notwithstanding the above provisions the Customer’s statutory rights are not adversely affected.

10. Use of Goods

10.1 The Customer shall bring to the attention of all persons using the goods all of the Company’s instructions and/or recommendations for use referred to in the Company’s brochures or which the Company has otherwise notified to the customer in writing.

10.2 The Customer shall not remove any plaque or other label affixed to the goods referring any user thereof to the Company’s instructions and/or recommendations for use.

10.3 In the event that either the Customer requires any information as to the use for which such goods were designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health for the purposes of satisfying its obligations under any statute for the time being in force relating to health and safety at work the Company shall subject to any confidentiality obligations it is bound by, provide such information subject to reimbursements of its out-of-pocket expenses incurred in furnishing such information.

10.4 Where the goods have been manufactured or constructed according to the specification the Customer represents and warrants to the Company that the Customer has or will have satisfied itself that all necessary tests and examinations have been made or will be made prior to the goods being brought in to use to ensure that the goods are designed constructed and operational so as to be safe and without risk to the health or safety of workmen or others using the same and are suitable for the purposes the Customer intends to use them for and that it will take such steps as are necessary to secure that there will be available in connection with the use of the goods at work, adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.

10.5 The Customer shall indemnify the Company against all actions suits claims demands losses charges costs and expenses which the Company may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the undertaking representations and warranties on the part of the Customer contained in this condition 10 or which if established would include a breach by any purchaser from the Customer of any undertaking which the Customer is required in this condition 10 to exact from such purchaser.

11.0 Termination

11.1 The contract shall terminate automatically on either the delivery of the goods or if services are to be supplied on the completion of the services in accordance with the specification.

11.2 In the event that the Company is supplying services, without prejudice to any other rights or remedies which the parties may have, either party may terminate the contract without liability to the other on giving the other not less than three months written notice or immediately on giving notice to the other if;

11.2.1 the other party commits a material breach of any of the terms of the contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach or

11.2.2 an order is made or a resolution is passed for the winding up of the other party or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party or

11.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or

11.2.4 a receiver is appointed of any of the other’s parties assets or undertaking or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party or if any other person takes possession of or sells the other party’s assets or

11.2.5 the other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way or

11.2.6 the other party ceases or threatens to cease to trade or

11.2.7 there is a change of control of the other party or

11.2.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt

11.3 On termination of the contract for any reason

11.3.1 The Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and in respect of goods and/or services supplied for but for which no invoice has been submitted, the Company may submit an invoice which shall be payable immediately on receipt.

11.3.2 the Customer shall return all of the Company’s equipment and any other materials which may be on the Customer’s premises as notified in writing to the Customer if requested. If the Customer fails to do so the Company may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed the Customer shall be solely responsible for their safe keeping and

11.3.3 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

12. Intellectual Property Rights

12.1 Subject to condition 8.9 any copyright and other intellectual property rights or know-how subsisting in the goods shall belong to the Company who shall grant to the Customer a non-exclusive perpetual licence to use the goods.

13. Force Majeure

13.1 The Company shall not be liable to the Customer 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 any cause beyond the Company’s reasonable control PROVIDED THAT without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control

13.1.1 Act of God explosion flood tempest fire or accident

13.1.2 war or threat of war sabotage insurrection civil disturbance or requisition

13.1.3 act restriction regulations bye-laws prohibitions or measures of any kind on the part of the governmental, parliamentary or local authority

13.1.4 import or export regulations or embargoes

13.1.5 strikes lockouts or other industrial actions or trade disputes (whether involving employees of the Company or a third party)

13.1.6 difficulties in obtaining raw materials labour fuel parts or machinery

13.1.7 power failure or breakdown in machinery

14. General

14.1 Any notice required or permitted to be given by either party to the other under the conditions shall be in writing and addressed to that other party at its registered office or such other address as may at the relevant time have been notified in writing pursuant to this provision to the party giving the notice.

14.2 No waiver by the Company of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision

14.3 If any provision of the conditions and/or the contract is held by any competent authority to be invalid or unenforceable in whole or in part but would be valid and enforceable if part of the wording were deleted the said provision shall be deemed to apply with such modifications as may be necessary to make it valid and enforceable and any such modification shall not affect the validity of the other provisions of these conditions and/or the contract and the remainder of the provision in question shall not be affected hereby

14.4 The contract shall be governed by and interpreted in accordance with the laws of England and Wales and the Company and the Customer both submit to the exclusive jurisdiction of the High Court of Justice in England and Wales

14.5 The Customer shall not assign any benefit under the contract without the consent in writing of the Company

14.6 Nothing in this contract shall create any rights for third parties not being a party to this contract. No variation to this contract and no supplemental or ancillary agreement to this contract shall create any such rights unless expressly so stated in any such agreement by the parties.

14.7 No other conditions or terms (whether contained in any document issued by the Customer or in any written or oral communication between the parties) shall apply to the contract nor shall the Conditions be varied without the Company’s written agreement.

15. Arbitration

15.1 At the request of either party in writing any question dispute or difference arising between the Customer and the Company in relation to the Contract shall be referred to the arbitration in England and Wales of a person to be mutually agreed upon or failing agreement of some person appointed by the President for the time being of the Institute of Arbitrators in accord with and subject to provisions of the Arbitration Act 1996 or any other statutory or re-enactment thereof for the time being in force.

16.Severability

16.1 If any part of these conditions is rendered void or unenforceable by any other competent authority then the other provisions of these conditions and the remainder of the effective conditions shall continue to be valid.

17. No Third Party Right

17.0 For the avoidance of any doubt the Contract shall not confirm any rights or liberties whatsoever upon any person or Company not a party to the Contract as provided for in the Contracts (Rights of Third Parties) Act 1999

18.Planning and Other Statutory Consents

18.1 The installation of the goods in any premises may require planning permission or other statutory consents and it is the responsibility of the Customer to obtain all such consents prior to installation.

19. General Data Protection Regulations

19.1 The Company’s aggregate liability to the Customer in any one year for breach of the General Data protection Regulation (GDPR) (EU) 2016/679 including but not limited to costs of notifications, costs of reasonable mitigation for affected data subjects, any governmental fines or penalties and costs and expenses of recreating or reloading any lost stolen or damaged data shall not exceed 25% of the Customer’s purchase order (excluding VAT).