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Terms & Conditions

TERMS & CONDITIONS

t-mac Technologies Limited

These Terms & Conditions apply to the supply of goods and services provided to the Customer (the ‘Customer’) by T-Mac Technologies Limited a company incorporated in England & Wales with Company Reference Number 11899706 whose registered office address is Monarch House 7-9 Stafford Road, Wallington, Surrey, United Kingdom, SM6 9AN (the ‘Supplier’).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  1. 1.1  Definitions:

    Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
    Commencement Date: has the meaning given in the Quotation.
    Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

    Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
    Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
    Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); Deliverables: the deliverables set out in the Quotation produced by the Supplier for the Customer.

    Delivery Location: has the meaning given in the Quotation.
    Force Majeure Event: has the meaning given to it in clause 15.
    Goods: the goods (or any part of them) set out in the Quotation.
    Goods Specification: any specification for the Goods, including any relevant plans or drawings, that are agreed in writing by the Customer and the Supplier.
    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    Quotation: the Customer’s order for the supply of Goods and/or Services, as set out in the Supplier’s proposal.
    Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
    Service Specification: the description or specification for the Services provided by the Supplier to the Customer.
    UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

  2. 1.2  Interpretation:

    1. (a)  A person includes a natural person, corporate or unincorporated body (whether or not having separate

      legal personality).

    2. (b)  A reference to a party includes its personal representatives, successors and permitted assigns.

    3. (c)  A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference

      to a statute or statutory provision includes all subordinate legislation made under that statute or

      statutory provision.

    4. (d)  Any words following the terms including, include, in particular, for example or any similar expression

      shall be construed as illustrative and shall not limit the sense of the words, description, definition,

      phrase or term preceding those terms.

    5. (e)  A reference to writing or written includes email but not fax.

2. Commencement, Term and Duration

2.1 The contract shall commence on the Start Date and shall continue unless terminated earlier in accordance with clause 13 (Termination) until completion by the Supplier of the provision of services under the contract automatically without notice.

  1. 2.2  The instruction by the Customer to purchase Services in accordance with this contract constitutes an offer. The offer shall only be deemed to be accepted when the Supplier issues written acceptance at which point and on which date the Contract shall come into existence (Commencement Date).

  2. 2.3  These Conditions apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

  3. 2.4  Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of twenty working days from its date of issue.

  4. 2.5  All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goodsd

  1. 3.1  The Goods are described in the Quotation.

  2. 3.2  The Supplier reserves the right to amend the Goods Specification within the Quotation if required by any applicable

    statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods

  1. 4.1  The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the order, the sales order number, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

  2. 4.2  The Supplier shall deliver the Goods to the location set out in the Quotation or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

  3. 4.3  Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

  4. 4.4  Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.

  5. 4.5  The Supplier shall have no liability for any failure to deliver the Goods.

  6. 4.6  If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the

    Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses.

5. Quality of Goods

  1. 5.1  The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

    1. (a)  conform in all material respects with their description;

    2. (b)  be free from material defects in design, material and workmanship; and

    3. (c)  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

    4. (d)  be fit for any purpose held out by the Supplier.

  2. 5.2  Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

    1. (a)  the Customer gives notice in writing during the warranty period that some or all of the Goods do not comply with the warranty set out in clause 5.1;

    2. (b)  the Supplier is given a reasonable opportunity of examining such Goods; and

    3. (c)  the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business.

  3. 5.3  The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

    1. (a)  the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

    2. (b)  the defect arises because the Customer failed to follow the Supplier’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;

    3. (c)  the defect arises as a result of the Supplier following any drawing, design or Goods Specification

      supplied by the Customer;

    4. (d)  the Customer alters or repairs such Goods without the written consent of the Supplier;

    5. (e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working

      conditions; or

    6. (f)  the Goods differ from their description as a result of changes made to ensure they comply with

applicable statutory or regulatory standards.

  1. 5.4  Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

  2. 5.5  The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

  1. b6.1  The risk in the Goods shall pass to the Customer on completion of delivery.

  2. 6.2  Title to the Goods shall not pass to the Customer until the earlier of:

    1. (a)  the Supplier receives payment in full (in cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

    2. (b)  the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

  3. 6.3  Until title to the Goods has passed to the Customer, the Customer shall:

    1. (a)  store the Goods separately from all other goods held by the Customer so that they remain readily

      identifiable as the Supplier’s property;

    2. (b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

    3. (c)  maintain the Goods in satisfactory condition and keep them insured against all risks for their full price

      on the Supplier’s behalf from the date of delivery;

    4. (d)  notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.2(b) to

      clause 13.2(d); and

    5. (e)  give the Supplier such information relating to the Goods as the Supplier may require from time to time.

  4. 6.4  Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

    1. (a)  it does so as principal and not as the Supplier’s agent; and

    2. (b)  title to the Goods shall pass from the Supplier to the Customer immediately before the time at which

      resale by the Customer occurs.

  5. 6.5  If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in

    clause 13.2(b) to clause 13.2(d), then, without limiting any other right or remedy the Supplier may have:

    1. (a)  the Customer’s right to resell Goods or use them in the ordinary course of its business ceases

      immediately; and

    2. (b)  the Supplier may at any time:

    3. (c)  require the Customer to deliver up all Goods in its possession which have not been resold, or

      irrevocably incorporated into another product; and

    4. (d)  if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where

      the Goods are stored in order to recover them.

7. Supply of Services

  1. 7.1  The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

  2. 7.2  The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

  3. 7.3  The Supplier shall use all reasonable endeavours to meet any performance dates but any such dates shall be

    estimates only and time shall not be of the essence for performance of the Services.

  4. 7.4  The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the

    Supplier shall notify the Customer in any such event.

8. Customer’s Obligations

8.1 The Customer shall:

                                (a) ensure that the terms of the Proposal are complete, accurate and adequate;
                                (b) pay the charges promptly;
                                (c) co-operate with the Supplier in all matters relating to the Services;
                                (d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the                                            Customer’s premises, office accommodation and other facilities as reasonably required by the                                            Supplier;
                                (e) provide the Supplier with such information (including but not limited data, access, assistance,                                              materials and resources) and materials as the Supplier may reasonably require in order to supply                                        the Services, and ensure that such information is complete and accurate in all material respects;

  1. (f)  obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start and applicable laws; and

  2. (g)  immediately inform the Supplier if there is any change in the Premises, circumstances and/or business, which may affect the provision of the Services and the Supplier should be entitled to rely on the accuracy of the information provided.

8.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

  1. (a)  without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

  2. (b)  the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and

  3. (c)  the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and Payments

9.1 The Supplier will notify the Customer of all charges and payments via the Quotation.

10. Intellectual Property Rights

  1. 10.1  All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

  2. 10.2  The Customer grants to the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy, modify and utilise the Customer’s intellectual property for the purposes of the provision of

    services under this agreement.

  3. 10.3  The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.1.

  4. 10.4  The Supplier is permitted to sub-license, assign or otherwise transfer the rights granted by clause 10.2 provided

    notice of such sub-license is provided to the Customer.

11. Data Protection

  1. 11.1  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

  2. 11.2  The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.

  3. 11.3  Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract:

  4. 11.4  Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

 

  1. (d)  not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

    1. (i)  the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

    2. (ii)  the data subject (as defined in the Data Protection Legislation) has enforceable rights and

      effective legal remedies;

    3. (iii)  the Supplier complies with its obligations under the Data Protection Legislation by providing an

      adequate level of protection to any personal data that is transferred; and

    4. (iv)  the Supplier complies with reasonable instructions notified to it in advance by the Customer with

      respect to the processing of the personal data;

  2. (e)  process that personal data only on the documented written instructions of the Customer unless the

    Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

  3. (f)  ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

  4. (g)  ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

  5. (h)  not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

  6. (i)  the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

  7. (j)  the data subject has enforceable rights and effective legal remedies;

  8. (k)  the Supplier complies with its obligations under the Data Protection Legislation by providing an

    adequate level of protection to any personal data that is transferred; and

  9. (l)  the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect

    to the processing of the personal data;

  10. (m)  assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in

    ensuring compliance with its obligations under the Data Protection Legislation with respect to security,

    breach notifications, impact assessments and consultations with supervisory authorities or regulators;

  11. (n)  notify the Customer without undue delay on becoming aware of a personal data breach;

  1. 11.5  at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

  2. 11.6  maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

  3. 11.7  Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12. Limitation of liability

12.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

                             (a) death or personal injury caused by negligence;
                             (b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

  1. 12.3  Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

  2. 12.4  Subject to clause 12.2, the Supplier’s total liability to the Customer shall not exceed the value of the Quotation. Subject to clause 12.2, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

  3. 12.5  This clause 12.5 sets out specific heads of excluded loss and exceptions from them:

    1. (a)  Subject to clause 12.4, the types of loss listed in clause 12.5(c) are wholly excluded by the parties.

    2. (b)  If any loss falls into one or more of the categories in clause 12.5(c) and also falls into a category, or is

      specified, in clause 12.5(d), then it is not excluded.

    3. (c)  The following types of loss are wholly excluded:

      1. (i)  loss of profits;

      2. (ii)  loss of sales or business;

      3. (iii)  loss of agreements or contracts;

      4. (iv)  loss of anticipated savings;

      5. (v)  loss of use or corruption of software, data or information;

      6. (vi)  loss of or damage to goodwill; and

      7. (vii)  indirect or consequential loss.

    4. (d)  The following types of loss and specific loss are not excluded:

      1. (i)  sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods

        or Services not provided in accordance with the Contract;

      2. (ii)  wasted expenditure;

      3. (iii)  additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.

  4. 12.6  The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

  5. 12.7  Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period of three months from delivery, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

  6. 12.8  This clause 12 shall survive termination of the Contract.

13. Termination

  1. 13.1  Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three months’ written notice.

  2. 13.2  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:

    1. (a)  the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within ten Business Days after receipt of notice in writing to do so;

    2. (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;

    3. (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; or

    4. (d)  the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

      1. 13.3  Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

        1. (a)  the Customer fails to pay any amount due under the Contract on the due date for payment; or

        2. (b)  there is a change of control of the Customer.

      2. 13.4  Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all

        further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

      14. Consequences of Termination

      1. 14.1  On termination of the Contract:

        1. (a)  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices

          and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

        2. (b)  the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

      2. 14.2  Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.

      3. 14.3  Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

      15. Force Majeure

      15.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

      16. General

      1. 16.1  Assignment and other dealings.

        1. (a)  The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

        2. (b)  The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

      2. 16.2  Force Majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving seven working days written notice to the affected party.

      3. 16.3  Confidentiality. The Supplier and the Customer both agree that they shall keep the terms of this agreement confidential for a period of two years after the termination of this agreement. The term ‘Confidential Information’ means any information pertaining to the business, affairs, customers, clients or suppliers. The parties may disclose Confidential Information to their employees, representatives or advisors but shall ensure that these individuals undertake not to disclose the Confidential information to any subsequent source. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement

      4. 16.4  Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties and supersedes any previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The parties agree that they shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

      5. 16.5  Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties.

      6. 16.6  Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or

        any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further

        exercise of that or any other right or remedy.

        1. 16.7  Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall

          be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

        2. 16.8  Notices. Any notice or other communication given to a party under or in connection with these Terms & Conditions shall be in writing, addressed to that party at the address provided at the top of this document or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service. A notice or other communication shall be deemed to have been received if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

        3. 16.9  Governing Law and Jurisdiction. Each party irrevocably agrees that these Terms & Conditions encompassing the Terms & Conditions, any dispute or claim (including non-contractual claims or disputes) arising out of or in connection with the subject matter or formation shall be governed and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

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