Terms and Conditions

Surface Technology (Leeds) Limited
Terms and Conditions of Purchase

1. Definitions

‘Buyer’ means Surface Technology (Leeds) Limited, a company registered in England and Wales with company number 09918677, whose registered address is at Unit C, 42 Sayers Drive, Lyons Park, Coventry CV5 9PF.

‘Contract’ the contract between the Buyer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.

‘Deliverables’ means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

‘Goods’ means the articles or materials or any part of them described in the Order and shall be deemed to include any ancillary services ordered.  

‘Order’ means the Buyer’s order for the supply of Goods and/or Services as set out in the Buyer’s Order.

‘Services’ means the services, including any Deliverables, to be provided by the Supplier under the Contract as described in the Order.

‘Supplier’ means the person, firm or company to whom the Order is addressed.

2. Basis of contract

2.1 The Order constitutes an offer by the Buyer to purchase Goods and/or Services from the Supplier in accordance with these Conditions. 

2.2 The Order shall be deemed to be accepted on the earlier of (i) the Supplier issuing written acceptance of the Order; or (ii) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

3. Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable specification;

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), operate as intended and be fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Supplier’s skill and judgement;

(c) be new and free from defects in design, materials and workmanship; and

(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier will issue a certificate of conformity of the Goods as required by Buyer.

4. Supply of Services

4.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to the Buyer in accordance with the terms of the Contract. 

4.2 The Supplier shall meet any performance dates for the Services specified in the Order or that the Buyer notifies to the Supplier and time is of the essence in relation to any of those performance dates. 

4.3 In providing the Services, the Supplier shall:

(a) co-operate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade; 

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

(d) ensure that the Services and Deliverables will conform with all descriptions and specifications, and that the Deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Supplier; 

(e) provide all equipment, tools, materials and such other items as are required to provide the Services;

(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Buyer, will be free from defects in workmanship, installation and design;

(g) hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Supplier (“Buyer Materials”) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation;

(h) not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Buyer may rely or act on the Services; 

(i) comply with any additional obligations as set out in any Service specification.

5. Compliance

5.1 The Supplier shall comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes and shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods and/or Services.

5.2 The Supplier will maintain and observe quality control and quality assurance standards in respect of the Goods and/or Services in accordance with the requirements of the Buyer, relevant British Standards and the requirements of any relevant statutory and regulatory bodies.

5.3 The Supplier will observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises.

6. Delivery of Goods and/or Services

6.1 Unless otherwise specified in the Order, Supplier shall deliver the Goods F.O.B. destination, to the place designated for shipment by Buyer in the Order (“Delivery Location”). The order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence and all shipping documents. Supplier shall not substitute material or ship more than the quantity ordered. Supplier shall be solely responsible for and must pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar taxes on imports/exports of the Goods. 

6.2 Supplier will deliver the Goods and/or perform the Services at the Delivery Location and on the date(s) specified in the Order (“Delivery Date”) during Buyer’s normal business hours or as otherwise specified by Buyer. If no Delivery Date is specified, Supplier shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. The Supplier shall immediately give notice to the Buyer as soon as it becomes aware that the Delivery Date(s) are unlikely to be met.  If Supplier fails to deliver the Goods and/or perform the Services in full on the Delivery Date, Buyer may terminate the Order immediately and Supplier must indemnify Buyer against any losses, damages, and reasonable costs and expenses attributable to Supplier’s failure to deliver.

6.3 Unless otherwise specified in the Order, risk of loss of the Goods and/or Deliverables remains with the Supplier and title will not pass to Buyer until the Goods and/or Deliverables are delivered to and accepted by the Buyer at the Delivery Location.  

7. Inspection

7.1 Buyer or its nominated representatives will have the right to inspect and test all Goods and/or Services at source and at any time prior to delivery.  The Supplier will permit the Buyer and its nominated representatives to enter upon the Supplier’s premises, and will procure permission for such persons to enter upon any relevant third party premises, to carry out such inspection and testing and will provide the Buyer and its nominated representatives with all facilities reasonably required. The Supplier shall remain fully responsible for the Goods and/or Services despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

7.2 If following such inspection or testing the Buyer considers that the Goods and/or Services do not comply or are unlikely to comply with the terms of this Contract, the Buyer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.  The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

7.3 Buyer reserves the right to inspect the Goods or Services within a reasonable time following delivery and/or performance. Buyer, at its sole option, may reject all or any portion of the Goods and/or Services if it determines the Goods and/or Services are defective or non-conforming. If Buyer rejects any portion of the Goods or Services, Buyer has the right, upon written notice to Supplier, to: (a) rescind the Order in its entirety; (b) accept the Goods or Services at a reduced price; or (c) reject the Goods or Services and require replacement of the rejected Goods or Services. If Buyer requires replacement of the Goods or Services, Supplier shall, at its expense, promptly replace the nonconforming Goods or re-perform the Services and pay for all related expenses, including, but not limited to, transportation charges for the return of defective Goods and the delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods and/or Services Buyer reserves the right to replace them with goods and/or Services from a third party and charge Supplier the cost thereof, and terminate the Order for cause pursuant to Condition 16. Buyer’s failure to inspect or reject Goods or Services shall not relieve Supplier of any of its obligations hereunder, or constitute a waiver of any of Buyer’s rights hereunder.

8. Buyer remedies

8.1 If the Supplier has delivered Goods or Services that do not comply with the undertakings set out in Condition 3 and Condition 4, then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods and/or Services:

(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b) to reject the Goods and/or Services (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

(c) to require the Supplier to repair, replace or re-perform the rejected Goods and/or Services, or to provide a full refund of the price of the rejected Goods and/or Services;

(d) to recover from the Supplier any expenditure incurred by the Buyer in obtaining substitute goods and/or services from a third party; and

(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Supplier’s failure to supply Goods and/or Services in accordance with the Contract.

8.2 The Supplier will, at its own cost and expense, repair or replace any real or personal property belonging to the Buyer that Supplier, its employees or agents may damage, destroy or remove while performing or that results from the performance of this Contract

8.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

9. Buyer’s obligations

The Buyer shall provide the Supplier with reasonable access at reasonable times to the Buyer’s premises for the purpose of providing the Services and provide such necessary information for the provision of the Services as the Supplier may reasonably request.

10. Charges and payment

10.1 The price of the Goods or Services is the price stated on the face of the Order (the “Price”). No extra charges shall be effective unless agreed in writing and signed by the Buyer.  Supplier will invoice Buyer for the Order on delivery of the Goods or completion of the Services. Unless otherwise stated in the Order, Buyer will pay all properly invoiced amounts due to Supplier within sixty (60) days after receipt of such invoice, except for any amounts disputed by Buyer. The parties will seek to resolve all such disputes timely and in good faith. Supplier will continue performing its obligations under the Order notwithstanding any such dispute. Without prejudice to any other right or remedy, Buyer reserves the right to set off any liability of the Supplier whether liability is present or future, liquidated or unliquidated, and whether or not liability arises under the Contract.  Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.

10.2 If the Buyer fails to make a payment due to the Supplier under the Contract by the due date, then the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 10.2 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

11. Variation

The Supplier shall not alter any of the Goods and/or Services except as directed in writing by the Buyer but the Buyer shall have the right from time to time during the execution of the Contract by notice in writing to direct the Supplier to add to or omit, or otherwise vary, the Goods and/or Services and the Supplier shall carry out such variations and be bound by the same conditions, so far as applicable, as though the said variations were stated in the Order. Where the Supplier receives any such direction from the Buyer which would occasion an amendment to the Price, the Supplier shall, within 7 days, advise the Buyer in writing to that effect giving the amount of any such amendment ascertained and determined at the same level of pricing as that contained in the Supplier’s quotation.  If, in the opinion of the Supplier, any such direction is likely to prevent the Supplier from fulfilling any of the obligations under the Contract, he shall so notify the Buyer and the Buyer shall decide, with all possible speed, whether or not the same shall be carried out and shall confirm his instructions in writing and modify the said obligations to such an extent as may be justified. Until the Buyer so confirms its instructions, they shall be deemed not to have been given.

12. Intellectual property rights

12.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any Buyer Materials) shall be owned by the Supplier. 

12.2 The Supplier grants to the Buyer, or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use, copy and modify the Deliverables (excluding Buyer Materials) for the purpose of receiving and using the Services and the Deliverables.

12.3 The Buyer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the Buyer to the Supplier for the term of the Contract only for the purpose of providing the Services to the Buyer.

12.4 All Buyer Materials are the exclusive property of the Buyer.

13. Indemnity

13.1 The Supplier shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses and all reasonable professional costs and expenses suffered or incurred by the Buyer arising out of or in connection with: 

(a) any claim made against the Buyer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Buyer Materials);

(b) any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables.

13.2 This Condition 13 shall survive termination of the Contract.

14. Insurance

During the term of the Contract and for a period of 5 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Buyer’s request, produce both the insurance certificate giving details of cover.

15. Confidentiality

15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business affairs, clients or suppliers of the other party or dealings under this contract, except as permitted by Condition 15.2.

15.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this Condition 15; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

16. Termination

16.1 The Buyer may at any time terminate the Contract for convenience upon giving the Supplier written notice provided that in such case the Buyer agrees that it will reimburse the Supplier for any costs which the Supplier can prove it has reasonably and properly incurred as a direct consequence of such an early termination which shall represent full and final settlement of such early termination.

16.2 Without affecting any other right or remedy available to it, the Buyer may terminate the Contract with immediate effect by giving written notice to the Supplier if (i) there is a change of control of the Supplier; or (ii) the Supplier’s financial position deteriorates to such an extent that in the Buyer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (iii) the Supplier commits a breach of Condition 5.

16.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

16.4 On termination of the Contract, the Supplier shall immediately deliver to the Buyer all Deliverables whether or not then complete, and return all Buyer Materials. If the Supplier fails to do so, then the Buyer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. 

16.5 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. 

16.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. Force majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party (“Force Majeure Event”).  Force Majeure Events include, but are not limited to, acts of God, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike or embargoes. Supplier’s economic hardship or changes in market condition are not considered Force Majeure Events. If a Force Majeure Event prevents Supplier from performance for a continuous period of more than thirty (30) days, Buyer may terminate the Order immediately by giving written notice to Supplier.

18. Anti-Slavery:

18.1 The Supplier will not engage in any practice that amounts to:

(a) slavery or servitude (each as construed in accordance with Article 4 of the Convention for the Protection of Human Rights and Fundamental Freedoms of 4 November 1950, as amended);

(b) forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol;

(c) human trafficking; or 

(d) arranging or facilitating the travel of another person with a view to that person being exploited.

18.2 The Supplier will, and will procure that its officers, employees, agents, sub-contractors and any other persons who perform services for or on behalf of it in connection with the Contract will;

(a) comply with all applicable laws relating to slavery, servitude, forced or compulsory labour or human trafficking (in this condition 18 “Anti-Slavery Laws”);

(b) not do or omit to do any act or thing which constitutes or may constitute an offence under any Anti-Slavery Law;

(c) not knowingly employ or engage in any practices which constitute or may constitute an offence under any Anti-Slavery Law and not knowingly appoint or contract with any person who has been convicted of or prosecuted in any jurisdiction in relation to an offence or alleged offence under the Anti-Slavery Law;

(d) not commit any act or omission which causes or could cause the Buyer to breach, or commit an offence under, any Anti-Slavery Law; and

(e) promptly notify the Buyer of any breach of this Condition 18.

18.3 The Buyer may terminate the Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of Condition 18.1 or Condition 18.2.  The Parties agree that a breach by the Supplier of any of its obligations under Condition 18.1 or Condition 18.2 is a material breach of the Contract, irrespective of the level of financial loss, deprivation of benefit or exposure to liability that such breach would potentially give rise to.

19. Anti-Corruption

19.1 The Supplier will, and will procure that its officers, employees, agents and any other persons who perform services for it or on its behalf in connection with the Contract will:

a) not commit any act or omission which causes or could cause the Buyer or Supplier (or that person) to breach, or commit an offence under, any laws relating to anti-bribery and/or anti-corruption;

b) comply with the Buyer’s anti-corruption policy as updated from time to time.

c) keep accurate and up to date records showing all payments made and received and all other advantages given and received in connection with the Contract and the steps taken to comply with this Condition 19.1, and permit the Buyer to inspect those records as reasonably required;

d) promptly notify the Buyer of any request or demand for any financial or other advantage received by the Supplier (or that person); and any financial or other advantage the Supplier (or that person) give or intend to give, whether directly or indirectly in connection with the Contract; and

e) promptly notify the Supplier of any breach of this Condition 19.1.

19.2 The Buyer may terminate the Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of Condition 19.1.

19.3 The Supplier will indemnify, keep indemnified and hold the Buyer harmless in full and on demand from and against all liabilities (including any tax liability), direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Buyer incurs or suffers directly or indirectly in any way whatsoever as a result of any breach of any of the Supplier’s obligations under Condition 19.1 or as a result of any proceedings under section 7 Bribery Act 2010  being brought against the Buyer as a result of the Supplier’s conduct or the conduct of any of the Supplier’s officers, employees, agents or any other persons who perform services for or on the Supplier’s behalf in connection with the Contract.  This will include the costs of procuring the Goods and/or Services from a person other than the Supplier, but this indemnity will not apply to any liabilities, losses, damages, claims, proceedings and legal costs, judgments or costs and expenses to the extent incurred or suffered as a result of the Buyer’s criminal liability.

20. General

20.1 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

20.2 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.

20.3 No variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

20.4 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

20.5 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

20.6 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person. 

20.7 The Buyer’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by statute and common law.

20.8 The Supplier will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract.  The Supplier will not be entitled to sub-contract any of its obligations under the Contract without the Buyer’s written consent.

20.9 The Contract (and any non-contractual obligations arising out of or in connection with it) shall be governed by the law of England and Wales. Each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to non-contractual obligations).

 

Surface Technology (Leeds) Limited
Standard Conditions of Business

1. DEFINITIONS AND INTERPRETATIONS

1.1 In these Conditions (unless the context otherwise requires), the following words and phrases shall have the following meanings:

“Company”means Surface Technology (Leeds) Limited a company registered in England and Wales under number 09918677 whose registered office is at 42 Sayer Drive, Coventry, England, CV5 9PF.

“Company’s Group” means each and any subsidiary undertaking or parent undertaking (each having the meaning given to them in section 1162 of the Companies Act 2006) of the Company and each and any subsidiary undertaking of a parent undertaking of the Company.

“Conditions” means these terms and conditions of business.

“Contract” means a contract for the provision of Services made by or on behalf of the Company with a Customer.

“Customer” means a person to whom the Company supplies or is to supply Services pursuant to a Contract.

“Customer’s Goods” means goods of the Customer which are treated by the Company when effecting the Services.

“Ex-works”means “ex-works” as defined by Incoterms 2010, published by the International Chamber of Commerce.

“Order” means an order in writing for the Services received by the Company from the Customer.

“Order Acknowledgement” means the Company’s written acceptance of the Order set out in the Company’s standard order acknowledgement form generated via email;

“Services”means the services relating to the treatment of the Customer’s Goods or any other services which the Company provides pursuant to a Contract.

“Working Day”means a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales.

1.2 In these Conditions (unless the context otherwise requires):

1.2.1 references to Conditions are to conditions of these Conditions;

1.2.2 construction of these Conditions shall ignore the headings (all of which are for reference only); and

1.2.3 any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provision.

2. APPLICATION

2.1 All Orders placed with the Company by the Customer are subject to the Conditions. No modification or variation to these Conditions and no other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document) shall be valid or effective and in particular (but without prejudice to the generality of the foregoing) no modification or variation to these Conditions shall apply merely by the acknowledgement or acceptance by the Company of any Order containing terms and conditions at variance with or in addition to these Conditions unless such modification or variation and other terms and conditions are expressly accepted in writing by a director, or duly authorised representative of the Company.

2.2 The Customer’s acceptance of delivery of the Customer’s Goods or performance of the Services shall (without prejudice to Condition 3 or any other manner in which acceptance of these Conditions may be evidenced) constitute unqualified acceptance of these Conditions.

2.3 The Order constitutes an offer by the Customer to purchase the Services from the Company on these Conditions. A Contract for the supply of Services by the Company to the Customer on these Conditions will be formed when the Company issues to the Customer an Order Acknowledgement in accordance with Condition 3.2.

3. QUOTATIONS AND ACCEPTANCE

3.1 A quotation, price list or any other publication provided by the Company does not constitute an offer and the Company reserves the right to withdraw or revise a quotation at any time prior to accepting an Order.

3.2 No Order submitted by the Customer shall be deemed to be accepted by the Company unless and until the Company issues an Order Acknowledgement to the Customer.

3.3 Orders are accepted subject to the Company being able to obtain at all times the necessary raw materials and any special tools required to execute the Order.

3.4 Any subsequent Orders placed with the Company shall be deemed to be placed subject to these Conditions unless expressly agreed otherwise in writing by a director or duly authorised representative of the Company.

3.5 In accepting any Order submitted by the Customer, the Company does so both for itself and for and on behalf of every employee, servant or agent of the Company and the Customer hereby confirms that any exemption of liability granted to the Company by these Conditions shall also extend to every employee, servant or agent of the Company.

3.6 The Company’s employees, servants or agents are not authorised to make any representations concerning the Services unless confirmed by an authorised representative of the Company in writing. The Customer acknowledges that it does not rely on and waives any claim or a breach of any claim or a breach of any such representations which are not so confirmed.

3.7 Any advice or recommendation given by the Company or its employees, servants and agents to the Customer or its employees, servants and agents as to the application or use of the Customer’s Goods or Services which is not confirmed in writing by an authorised representative or 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.

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

3.9 No Order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of an authorised representative of the Company and in such case the Customer shall indemnify the Company in full against all loss (including direct and indirect loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.

4. PRICE

4.1 The price for the Services to be paid by the Customer to the Company is based on the prices set out in the Company’s quotation. Prices are subject to variation by the Company prior to performance of the Services and the Customer shall pay any such varied price.

4.2 Unless otherwise agreed in writing between the Company and the Customer all prices are given by the Company on an Ex-works basis and where the Company agrees to deliver the Customer’s Goods otherwise than at the Company’s premises the Customer shall be liable to pay the Company’s costs and expenses for transport, packaging and insurance.

4.3 The price for the Services is exclusive of any applicable value added tax or other sales tax or duty applicable from time to time to supplies of the Services which the Customer shall be additionally liable to pay to the Company.

5. PAYMENT

5.1 The Customer shall make all payments due to the Company under the Contract in pounds sterling within 30 (thirty) days of the date of the relevant invoice unless otherwise agreed in writing.

5.2 The time of payment of the price shall be of the essence of a Contract and the Company reserves the right to suspend performance of the Services to the Customer where any amounts are overdue under any Contract until all such amounts have been paid. Receipts for payment will be issued only upon request.

5.3 If the Customer fails to make payment of the price on the due date to the Company or to any other member of the Company’s Group the Company shall be entitled to:

5.3.1 cancel the balance (if any) of the Contract under which the Customer has failed to pay and to recover from the Customer any loss, costs or expenses incurred by the Company as a result of such cancellation; and/or

5.3.2 cancel any other contract or the balance of any other contract which the Customer may have with the Company and to recover from the Customer any loss, costs or expenses incurred by the Company as a result of such cancellation; and/or

5.3.3 charge the Customer interest at the rate of 4% (four per cent) per annum over the Bank of Scotland plc’s base lending rate for the time being on the amount due to the Company from the due date to the date of actual payment thereof (both before and after any judgment) such interest to be paid on demand therefore by the Customer.

5.4 If, in the Company’s view, the Customer’s credit-worthiness deteriorates before delivery of the Customer’s Goods or performance of the Services, the Company may require payment in full or in part of the price prior to delivery or performance, or the provision of security for payment by the Customer in such form as is acceptable to the Company.

5.5 The Company reserves the right to alter or withdraw at any time any credit allowed to the Customer.

5.6 The Company may offset any amount owing to it or a member of the Company’s Group from the Customer against any amount owed to the Customer by the Company.

5.7 Notwithstanding any appropriation by the Customer to the contrary, all payments made by the Customer to the Company shall be appropriated first to Customer’s Goods which have been resold by the Customer and then to Customer’s Goods which remain in the Customer’s possession or control.

5.8 The Company will have a general lien over the Customer’s Goods for payment by the Customer of all amounts owed by the Customer to the Company or any other member of the Company’s Group under this Contract or other contract. If the Customer fails to make any payment due to the Company under any Contract within 7 (seven) days after the due date the Company will be entitled, as agent for the Customer, to sell any or all of the Customer’s Goods on such terms and at such price as the Company at its sole discretion sees fit. The Company will apply the proceeds of any sale first to reimbursing the costs incurred by it in making that sale and secondly to paying all sums due to it under any Contract by the Customer and will then account to the Customer for the balance (if any).

6. DELIVERY AND PERFORMANCE

6.1 Delivery of the Customer’s Goods shall be made by the Customer collecting the Customer’s Goods at the Company’s premises (or other delivery point agreed by the Company in writing) within 14 (fourteen) days after the Company has notified the Customer that the Customer’s Goods are ready for collection.

6.2 If delivery takes place other than at the Company’s premises, the Customer shall unload the Customer’s Goods immediately on their arrival.

6.3 The Company will make an additional charge for delivery other than at its premises.

6.4       The Customer is solely responsible for unloading the Customer’s Goods at the point of delivery and the Customer shall indemnify the Company against each loss, liability and cost arising as a result of the Company or its sub-contractors assisting the Customer in the unloading, loading or other removal of the Customer’s Goods at or from the point of delivery.

6.5 Any dates mentioned in any quotation, Order Acknowledgement or elsewhere for delivery of the Customer’s Goods or performance of the Services are approximate only and the Company shall not be liable for any delay in delivery of the Customer’s Goods or performance of the Services howsoever caused. Time for delivery shall not be of the essence and shall not be made so by the service of any notice. The Customer’s Goods may be delivered or Services provided by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.6 If the Customer refuses or fails to take delivery of the Customer’s Goods delivered in accordance with a Contract or fails to give the Company adequate delivery instructions for delivery of the Customer’s Goods then without prejudice to any other right or remedy available to the Company, the Company may:

6.6.1 store such Customer’s Goods until actual delivery and recover from the Customer any additional costs (including, without limitation, insurance costs) from the due date of delivery; or

6.6.2 terminate the Contract with immediate effect; or

6.6.3 sell such Customer’s Goods as the Company may determine and recover from the Customer any loss or additional costs incurred as a result of such refusal or failure.

6.7 Where the Customer has made an Order for the performance of the Services or delivery of Customer’s Goods and subsequently requests the Company to defer delivery, any Customer’s Goods completed will be invoiced and any Services which are part performed will be completed and invoiced. The Company may recover from the Customer any holding and storage charges incurred by the Company from the due date of delivery which will be invoiced at the Company’s discretion.

6.8 Section 32 (2) of the Sale of Goods Act 1979 does not apply and the Company is not required to give the Customer the notice specified in section 32 (3) of that Act.

6.9 In the event that the Services are carried out at the Customer’s premises or the premises of a third party, the Customer mustensure adequate support is available to ensure efficient completion of the Services. This support is to include the prompt provision of electric power, water, compressed air, machine tools, material handling equipment and access equipment together with sufficient qualified labour. The Company reserves the right to make additional charges for any delay caused by the Customer not complying with this Condition 6.9. It is the Customer’s responsibility to ensure insurance cover for the Company equipment whilst that equipment is on the Customer’s or third party’s premises.

7. RISK AND TITLE

7.1 Risk in the Customer’s Goods shall pass to the Company when delivered to the Company’s premises.

7.2 Risk in the Customer’s Goods shall pass back to the Customer:

7.2.1 where the Customer’s Goods are to be delivered to the Customer at the Company’s premises, at the time of delivery of such Customer’s Goods; or

7.2.2    where the Customer’s Goods are to be delivered to the Customer’s premises or other place of storage, at the time when such Customer’s Goods are loaded onto the carrier’s transport vehicle at the Company’s premises or other place of storage;

7.2.3 where delivery is made or effected in part then the provisions of this Condition 7 shall apply separately to each such part.

7.3 In the event that the Services are not carried out at the Company’s premises, risk in the Customer’s Goods shall remain always with the Customer.

8. TOOLS

8.1 Any tools, dies, moulds, jigs and fittings (“Tools”) remain the property of the Company and will in no case leave the Company’s premises. The Company shall retain Tools for a reasonable time in anticipation of future orders from the Customer, but for the avoidance of doubt the Company shall not be liable to the Customer in respect of retaining the Tools.

8.2 The Company reserves the right to charge the Customer any cost which would otherwise be borne by the Company in respect of Tools manufactured to order to meet the specifications of the Customer set out in the Order and the Customer shall also be liable for the cost of Tools manufactured to meet an Order of the Customer where the Order or part of it is cancelled by the Customer or for any reason beyond the control of the Company.

9. SPECIFICATIONS

Where specifications (including delivery dates) are to be supplied in accordance with the Contract to the Company in respect of the Customer’s Goods or Services the Customer shall supply such specifications with the Order. The Company shall not be in breach of the Contract to the extent its failure to perform or delay or defect in performance of its obligations under the Contract arises as a result of the Customer’s failure and/or delay in providing such specifications to the Company.

10. WARRANTY AND LIABILITY

10.1 The Company warrants that it will: (a) in the event of defective performance of the Services, re-perform the Services in accordance with the relevant Order; and (b) if any Customer’s Goods are damaged directly as a result of the Services, (at the Company’s choice) either repair or replace or refund the purchase price of such Customer’s Goods. This Condition 10.1 represents the Company’s only liability in contract, tort (including negligence or breach of statutory duty) or otherwise for defective performance of the Services and damage to the Customer’s Goods as a result of the performance of the Services.

10.2 The warranties in Condition 10.1 are given on the following conditions:

10.2.1 the Company is not liable for a defect in the Customer’s Goods or Services caused by fair wear and tear, abnormal or unsuitable conditions of storage requested or controlled by the Customer or by use or an act, neglect or default of the Customer or a third party; 

10.2.2 the Customer will (or will procure that the Customer’s employees, agents, consultants and/or subcontractors will) inspect the Customer’s Goods on delivery and will within 1 (one) month of the date of delivery or performance give written notice to the Company of any defect in the Customer’s Goods; and

10.2.3 the Company is not liable for a defect in the Customer’s Goods or Services unless it is notified to the Company within 1 (one) month of the date of delivery or performance.

10.3 The Company is not liable for any defect in the performance of the Services which is due directly or indirectly to the Customer’s Goods not meeting the requirements specified by the Company.

10.4 Except as set out in this Condition 10, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, use of or failure to supply the Customer’s Goods, or the performance or non-performance of the Services are excluded to the fullest extent permitted by law.

10.5 Without prejudice to Conditions 10.2, 10.3, 10.6, 10.9 and 10.10, and subject to Condition 10.7, the Company is not liable to Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in performing the Services or delivering the Customer’s Goods or otherwise in connection with a Contract:

10.5.1 loss of profit (whether direct, indirect or consequential);

10.5.2 loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);

10.5.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);

10.5.4 loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);

10.5.5 liability of the Customer to third parties (whether direct, indirect or consequential); or

10.5.6 indirect, consequential or special loss.

10.6 The entire liability of the Company under or in connection with the use of, supply of or failure to supply the Customer’s Goods, or the performance or non-performance of the Services, whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to 2 (two) times the Company’s price for carrying out the Services under the relevant Contract.

10.7 Nothing in these Conditions shall operate to exclude or restrict the Company’s liability for:

10.7.1 death or personal injury resulting from negligence;

10.7.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or

10.7.3 fraud or deceit.

10.8 Condition 10.9 provides the Company’s entire liability in the event that any of the Customer’s Goods which are in the possession of the Company at any time are lost, damaged or scrapped due to the negligence and/or wilful default of the Company whether in the course of the performance of the Services or otherwise. The Customer will notify the Company in writing if the replacement value of any of the Customer’s Goods in the possession of the Company in their untreated state is £20,000 (twenty thousand pounds sterling) or more and confirm if the Customer wishes to discuss an increase to the limitation set out in Condition 10.9.1, such notice to be provided prior to formation of the Contract in accordance with Condition 2.3. In the event that the Customer does not provide such notice to the Company before formation of the Contract and does not request an increase to the limitation set out in Condition 10.9.1 then the Company’s entire liability in the event that any of the Customer’s Goods which are in the possession of the Company at any time are lost, damaged or scrapped due to the negligence and/or wilful default of the Company will be as set out in Condition 10.9.1.

10.9 In the event that any of the Customer’s Goods which are in the possession of the Company at any time are lost, damaged or scrapped due to the negligence and/or wilful default of the Company whether in the course of the performance of the Services or otherwise:

10.9.1 if any of the Customer’s Goods which are in the possession of the Company at any time have a replacement value of £20,000 (twenty thousand pounds sterling) or more, the Company’s maximum aggregate liability to the Customer shall be limited to £20,000 (twenty thousand pounds sterling); and

10.9.2 if any of the Customer’s Goods which are in the possession of the Company at any time have a replacement value of less than £20,000 (twenty thousand pounds sterling), the Company’s maximum aggregate liability to the Customer shall be limited to the direct costs of replacement of those parts of the Customer’s Goods so lost, damaged or scrapped.

10.10 Any performance particulars given by the Company are based on its experience and are such as it would expect to be obtained. No liability can be accepted if that result is not obtained. No warranty is given as to the life of the Services supplied.

11. CLAIMS FOR DAMAGE, SHORTAGE OR LOSS

11.1 The Company will at its option repair or replace all or part of the Customer’s Goods lost or damaged in transit (where the Customer’s Goods are carried by the Company’s own transport or by a carrier on behalf of the Company) provided that:

11.1.1 details of any loss or damage have been marked on the copy consignment note or delivery document signed by the Customer and advised separately in writing to the Company and to the carrier concerned within 3 (three) Working Days of delivery, and within 5 (five) Working Days of delivery the Customer gives full particulars in writing to the Company and the carrier concerned; and

11.1.2 in respect of the total loss of such Customer’s Goods details are advised separately in writing to Company and to the carrier concerned within 7 (seven) Working Days of the transit commencing (otherwise than on a consignment note or delivery document), and within 14 (fourteen) Working Days of the date of transit commencing the Customer gives full particulars in writing to the Company and the carrier concerned.

11.2 Condition 11.1 will not apply where the Customer’s Goods are collected by or on behalf of the Customer from the Company’s premises or other point of delivery.

11.3 The Company shall not be liable for any short delivery unless details of the delivery are marked on the copy of the consignment note or delivery document signed by the Customer (and in the case of loss in transit all the requirements set out in Condition 6 are fulfilled).

12. OVERSEAS CUSTOMERS

12.1 In the case of Services supplied by the Company to Customers outside the United Kingdom the following Conditions apply in lieu of and in addition to the relevant Conditions:

12.1.1 Dates for delivery and terms of payment shall be as arranged between the Company and the Customer and in default of an agreement to the contrary the price quoted assumes that delivery of the Customer’s Goods to the Company’s premises shall be the responsibility of the Customer. Payment to the Company for Services is to be made by the Customer on delivery of the Customer’s Goods at the Company’s premises.

12.1.2  The Customer at its own expense shall provide any import licence required for the import of the Customer’s Goods into the country to which the Customer’s Goods are to be despatched from the United Kingdom and also any export licence required for the export of the goods from the United Kingdom.

12.1.3 The Customer shall be responsible for ensuring that the Customer’s Goods do not infringe any law or regulation or Government order in the country to which they are despatched and further the Customer shall be responsible for meeting all import or other taxes, levies, duties or surcharges of whatsoever nature imposed or operative in the country to which the Customer’s Goods are despatched.

13. TERMINATION OF CONTRACTS

13.1 On or at any time after the occurrence of any of the following events in this Condition 13 the Company shall have the right forthwith to:

13.1.1  terminate any Contract by giving notice to that effect to the Customer without prejudice to any claim or right the Company might otherwise make or exercise;

13.1.2 stop any Customer’s Goods in transit;

13.1.3 suspend further deliveries to the Customer or performance of the Services;

13.2 The events referred to in Condition 13.1 are:

13.2.1  the Customer being in breach of any obligation under a Contract with the Company or to any other member of the Company’s Group or these Conditions;

13.2.2 any distress, execution or other process being levied or enforced on any of the Customer’s property or assets; or

13.2.3 a proposal being made for a composition in satisfaction of the Customer’s debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of Part I of the Insolvency Act 1986; or

13.2.4 any application being made to a court of competent jurisdiction for protection from the Customer’s creditors generally; or

13.2.5 (if the Customer shall be a limited company) a meeting being convened, any resolution passed or petition presented or order made or notice given for the Customer’s winding up or dissolution (save for the sole purpose of a solvent amalgamation or reconstruction); or

13.2.6 (if the Customer shall be a limited company) an incumbrancer taking possession, or manager or receiver or liquidator being appointed of the whole or any part of the Customer’s assets, property, undertaking or income;

13.2.7 an application being made, or resolved to be made by any meeting of the Customer’s directors or members, for an administration order in relation to it or any party gives or files notice of intention to appoint an administrator in respect of it or such an administrator being appointed; or

13.2.8 the Customer ceasing or suspending payment of any of its debts or being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; or

13.2.9 the Customer is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.

13.3 On termination of a Contract pursuant to Condition 13.1.1 or 14.2, any indebtedness of the Customer to the Company shall become immediately due and payable and the Company is relieved of any further obligation to supply Customer’s Goods or perform Services to the Customer pursuant to that Contract.

14. FORCE MAJEURE

14.1 In this Condition 14, “Force Majeure Event” means any circumstance beyond the control of the Company including, without limitation, acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slowdowns or other industrial disputes, accidents, riots or civil disturbances, acts of government, lack of electrical power, any materials shortages, any failure or default of a supplier or sub-contractor of the Company, or any event beyond the reasonable control of the Company but, for the avoidance of doubt, nothing shall excuse the Customer from any payment obligations under these Conditions.

14.2 If the Company is prevented, hindered or delayed from or in supplying the Customer’s Goods or performing the Services under these Conditions by a Force Majeure Event the Company may, at its sole option, and without being liable for any loss or damage suffered by the Customer as a result:

14.2.1 suspend deliveries or performance while the Force Majeure Event continues;

14.2.2 apportion available stocks of Customer’s Goods between its customers if the Company has insufficient stocks to meet orders;

14.2.3 terminate any Contract forthwith by giving notice to that effect to the Customer.

14.2.4 In the event of an outbreak of hostilities (whether war is declared or not in which the United Kingdom is involved) or in the event of national emergency or if the Company should become either directly or indirectly so engaged on Government orders or orders under priority directions as to prevent or delay work on other orders the Company shall be entitled at any time on notice to the Customer to make partial deliveries only or to determine the Contract with the Customer without prejudice in any case to rights accrued in respect of deliveries already made.

15. INDEMNITY

The Customer shall indemnify and keep the Company indemnified against all loss, liability, claims, damages, penalties, costs and expenses which the Company incurs in carrying out any work required to be done on or to the Customer’s Goods or in relation to the Services in accordance with the Customer’s requirements or specifications which give rise to the infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights.

16. NOTICES

16.1 Any notice required or permitted to be given by either party to the other under these Conditions must be in writing and may be:

16.1.1 delivered personally to the relevant party’s address; 

16.1.2 sent to the relevant party’s address by pre-paid first class post or mail delivery service providing proof of delivery; or 

16.1.3 sent by e-mail to the relevant party’s email address,

and in the case of any notice to be given to the Company, marked for the attention of the specified representative of the Company. The address, email address and representative for the Company are set out below and the address and email address for the Customer are those detailed in the Order, and may be changed by the relevant party giving at least 5 (five) Working Days notice in accordance with this Condition 16.

Surface Technology (Leeds) Limited , 42 Sayer Drive, Coventry, England, CV5 9PF
info@surfacetechnology.co.uk
For the attention of: Operations Director / Manager

 16.2 Any notice given in accordance with Condition 16.1 will be deemed to have been served:

16.2.1 if given as set out in Condition 16.1.1, at the time the notice is delivered to or left at that party’s address;

16.2.2 if given by first class post or mail delivery service as set out in Condition 16.1.2, at 9.00 a.m. on the second Working Day after the date of posting; and

16.2.3 if given as set out in Condition 16.1.3, at the time of sending the e-mail (except that if an automatic electronic notification is received by the sender informing the sender that the e-mail has not been delivered to the recipient or the recipient is out of the office, that e-mail will be deemed not to have been served),

provided that if a notice or communication is deemed to be served before 9.00am on a Working Day it will be deemed to be served at 9.00am on that Working Day and if it is deemed to be served on a day which is not a Working Day or after 5.00pm on a Working Day it will be deemed to be served at 9.00am on the immediately following Working Day.

16.3 To prove service of a notice it will be sufficient to prove that the provisions of Condition 16.1 were complied with.

16.4 This Condition 16 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

17. GENERAL

17.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

17.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract;

17.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and

17.1.3 nothing in this Condition 17.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

17.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

17.3 If any term of the Contract (including any exclusion from, or limitation of, liability set out in Condition 10) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.

17.4 No variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

17.5 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

17.6 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

17.7 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person. 

17.8 The Company’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.

17.9 The Customer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract. The Customer will not be entitled to sub-contract any of its obligations under the Contract. 

18. GOVERNING LAW AND JURISDICTION

The Contract (and any non-contractual obligations arising out of or in connection with it) shall be governed by the law of England and Wales. Each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to non-contractual obligations).