The following definitions and rules of interpretation apply in these Conditions.
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:
clause 2.2.
Conditions:
these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract:
the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer:
the person or firm who purchases the Goods and/or Services from the Supplier.
Delivery Location:
has the meaning given in clause 4.2.
Force Majeure Event:
has the meaning given to it in clause 14.
Goods:
the goods (or any part of them) set out in the Order.
Goods Specification:
any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
Order:
the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form OR overleaf OR the Customer’s written acceptance of the Supplier’s quotation OR in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Services:
the services, supplied by the Supplier to the Customer as set out in the Service Specification.
Supplier Materials:
has the meaning given in clause 8.1.8.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.6 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. Goods

3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods

4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order 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 and the Customer must advise in advance of any parking restrictions or off-loading requirements prior to its Order.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
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:
4.6.1 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
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality of Goods

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:
5.1.1 conform in all material respects with the Goods Specification; and
5.1.2 be free from material defects in design, material and workmanship.
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:
5.2.1 the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
5.3.1 The Goods were not checked for damage at time of delivery.
5.3.2 Carriers will not allow claims if damage is not specifically noted in their docket at point of delivery acceptance. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.3 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;
5.3.4 the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.3.5 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.7 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
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.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 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;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4; and
6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
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:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, then, without limiting any other right or remedy the Supplier may have:
6.5.1 the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 the Supplier may at any time:

(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) 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

7.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 The Supplier reserves the right to amend the Service 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.
7.3 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer’s Obligations

8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 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 to provide the Services;
8.1.4 provide the Supplier with such information 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;
8.1.5 prepare the Customer’s premises for the supply of the Services;
8.1.6 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;
8.1.7 comply with all applicable laws, including health and safety laws;
8.1.8 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
8.1.9 comply with any additional obligations as set out in the Service Specification and the Goods Specification.
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):
8.2.1 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;
8.2.2 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
8.2.3 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 Payment

9.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list as at the date of the order; and
9.2 The charges for Services shall be calculated on a time and materials basis:
9.2.1 the charges shall be calculated in accordance with the Supplier’s daily fee rates, as set out in the Order;
9.2.2 the Supplier’s daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days; and
9.2.3 the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
9.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services.
9.4 The Customer shall pay each invoice submitted by the Supplier:
9.4.1 within 30 days of the date of the invoice; and
9.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12 (Termination), the Customer 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 clause 9.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Confidentiality

10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
10.2.1 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 comply with this clause 12; and
10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11. Limitation of Liability: The Customer’s Attention Is Particularly Drawn to this Clause.

11.1 The Supplier has obtained insurance cover in respect of its own legal liability. 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.
11.2 The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.3 Nothing in the Contract limits any liability for:
11.3.1 death or personal injury caused by negligence;
11.3.2 fraud or fraudulent misrepresentation; and
11.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.4 Subject to clause 11.3, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by the Supplier, whether or not invoiced to the Customer.
11.5 This clause 11.5 sets out specific heads of excluded loss:
11.5.1 Subject to clause 11.3, the types of loss listed in clause 11.5.2 are wholly excluded by the parties.
11.5.2 The following types of loss are wholly excluded:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

11.6 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.
11.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, 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 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.8 This clause 11 shall survive termination of the Contract.

12. Termination

12.1 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:
12.1.1 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 7 days after receipt of notice in writing to do so;
12.1.2 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;
12.1.3 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
12.1.4 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.
12.2 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 the Customer fails to pay any amount due under the Contract on the due date for payment.
12.3 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 12.1.2 to clause 12.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13. Consequences of Termination

13.1 On termination of the Contract:
13.1.1 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;
13.1.2 the Customer shall return all of the Supplier Materials 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.
13.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

14. Force Majeure

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).

15. General

15.1 Assignment and other dealings
15.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
15.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
15.2 Notices.
15.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number.
15.2.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b) 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 or at the time recorded by the delivery service; and
(c) if sent by fax, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

15.2.3 This clause 15.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.3 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 15.3 shall not affect the validity and enforceability of the rest of the Contract.
15.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.6 Entire agreement.
15.6.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
15.7 Third parties rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
15.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.10 Jurisdiction. Each party irrevocably agrees that 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 the Contract or its subject matter or formation.

It is hereby agreed

1.                 Interpretation
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.

Charges:
the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details and Schedule 2.

Conditions:
these terms and conditions set out in clause 1 (Interpretation) to clause 8 (General) (inclusive).

Contract:
the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.

Customer Materials:
Any and all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.

Services:
the services, to be provided by the Supplier pursuant to the Contract, as described in Schedule 1.

Services Start Date:
the day on which the Supplier is to start provision of the Services, as set out in the Contract Details.

2. Commencement and Term
The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 3 months’ written notice to terminate, expiring on or after the first anniversary of the Services Start Date.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, the Supplier shall:
3.2.1 perform the Services with reasonable care and skill;
3.2.2  use reasonable endeavours to perform the Services in accordance with the description of the Services set out in Schedule 1;
3.2.3 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
3.2.4  take reasonable care of any and all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.

4. Customer’s Obligations

4.1  The Customer shall:
4.1.1 co-operate with the Supplier in all matters relating to the Services;
4.1.2  provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises and other facilities as required by the Supplier;
4.1.3  provide, in a timely manner, such information as the Supplier may require, and ensure that it is accurate and complete in all material respects;
4.1.4 remove all cooking utensils and personal effects from the area (including posters and notices from the walls) where the Services are to be carried out.  Note that if not removed, extra time will be incurred by the Supplier which will be chargeable under the terms of this Contract;
4.1.5  drain all fryers of oil and remove the oil from the area where the Services are to be provided;
4.1.6  ensure that a hot and plentiful supply of water, lighting, electricity and ventilation is available at all times during the period of the Services;
4.1.7  isolate the fan (where ductwork cleaning is part of the Services) prior to the Services being carried out;
4.1.8 ensure that all electric wiring, water and gas connections are fitted properly; and
4.1.9 ensure that during the period of the Services being carried out, no unauthorised personnel, including catering staff, enter the areas where the Services are being provided
4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
4.2.2  be entitled to raise a cancellation charge of thirty per cent (30%) of the value of the Charges if the cancellation is within seven days of the Services Start Date increasing to fifty per cent (50%) of the value of the Charges if the cancellation is within two working days of the Services Start Date and any nearer the Services Start Date be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Charges and Payment

5.1  In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 5.
5.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
5.3  The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer on the 1st day of each calendar month. Each invoice shall include all reasonable supporting information required by the Customer.
5.4 The Customer shall pay each invoice due and submitted to it by the Supplier, within 30 days of receipt, to a bank account nominated in writing by the Supplier.
5.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 7 (Termination):
5.5.1 the Customer 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 clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
5.5.2 the Supplier may suspend all Services until payment has been made in full.
5.6 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Limitation of Liability

6.1  The Supplier has obtained insurance cover in respect of its own legal liability. 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.
6.2  The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.3  Nothing in the Contract limits any liability which cannot legally be limited, including  liability for:
6.3.1  death or personal injury caused by negligence;
6.3.2  fraud or fraudulent misrepresentation; and
6.3.3  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.4  Subject to clause 6.3, the Supplier’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the total sums paid by the Customer under the Contract in respect of services actually supplied by the Supplier, whether or not invoiced to the Customer.
6.5  This clause 6.5 sets out specific heads of excluded loss and exceptions from them:
6.5.1 Subject to clause 6.3, the types of loss listed in clause 6.5.2 are wholly excluded by the parties.
6.5.2  The following types of loss are wholly excluded:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.

6.6  The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by 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.

7. Termination

7.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
7.1.1 the other party commits a material 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 14 days after being notified in writing to do so;
7.1.2 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;
7.1.3 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
7.1.4  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.
7.2 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 the Customer fails to pay any amount due under the Contract on the due date for payment.

7.3  On termination of the Contract for whatever reason:

7.3.1  the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
7.3.2 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; and
7.3.3 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or 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.

8. General

8.1  Force majeure. 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.
8.2 Assignment and other dealings.
8.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
8.2.2  The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

8.3  Confidentiality.

8.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 8.3.
8.3.2  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 comply with this clause 8.3; and

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

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

8.4  Entire agreement.

8.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
8.5  Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.6  Waiver.

8.6.1  A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
8.6.2  A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
8.7  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 8.7 shall not affect the validity and enforceability of the rest of the Contract.

8.8  Notices.

8.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
8.8.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt; and

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting or at the time recorded by the delivery service.

8.8.3 This clause 8.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

8.9 Third party rights.

8.9.1  Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
8.9.2  The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
8.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
8.11  Jurisdiction. Each party irrevocably agrees that 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 the Contract or its subject matter or formation.

IT IS HEREBY AGREED

1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Additional Services:
any Emergency Maintenance and/or any Excluded Maintenance performed by the Supplier under this agreement.
Additional Services Fees:
the fees payable in consideration of the provision of any Additional Services.
Business Day:
a day other than a Saturday, Sunday or public holiday in England when banks are open for business.
Charges:
the Maintenance Fees and the Additional Services Fees together.
Corrective Maintenance:
in accordance with clause 2.3:

(a) making any adjustments to the Maintained Equipment; and
(b) replacing any parts or components of the Maintained Equipment,

in each case, which are required to restore the Maintained Equipment to Good Working Order.

Excluded Causes:

(a) a defect in the manufacturer’s design of the Maintained Equipment;
(b) faulty materials or workmanship in the manufacture of the Maintained Equipment;
(c) use of the Maintained Equipment with computer equipment or materials not supplied or approved in writing by the Supplier;
(d) any maintenance, alteration, modification or adjustment performed by persons other than the Supplier or its employees or agents unless approved by the Supplier in accordance with clause 4.1.8;
(e) any alteration or modification required as a result of statutory regulations or expense of parts no longer in production;
(f) effects of hard water scale or descaling;
(g) issues relating to glass doors, sneeze screens or door seals;
(h) issues arising as a consequence of external equipment including but without limitation water softeners and booster pumps;
(i) the Customer or a third party moving the Maintained Equipment to an unsuitable location or environment;
(j) the use of the Maintained Equipment in breach of any of the provisions of the agreement under which the Maintained Equipment was supplied;
(k) a failure, interruption or surge in the water, gas, electrical or other utility source or their related infrastructure connected to the Maintained Equipment;
(l) a failure or malfunction in the air conditioning or other environmental controls required for the normal operation of the Maintained Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer; or
(m) the neglect or misuse of the Maintained Equipment.

Excluded Maintenance:
any maintenance services required to restore any malfunctioning or failed Maintained Equipment to Good Working Order where the malfunction or failure results from or is caused by any of the Excluded Causes.

Emergency Maintenance:

(a) making any adjustments to the Maintained Equipment; and
(b) replacing any parts or components of the Maintained Equipment, in each case, which are required to restore the Maintained Equipment to Good Working Order.

Good Industry Practice:
in relation to any undertaking and any circumstances, the exercise of skill, diligence, prudence, foresight and judgement and the making of any expenditure that would reasonably be expected from a skilled person engaged in commercial cleaning under the same or similar circumstances.

Good Working Order:
the Maintained Equipment operates in accordance with any agreement under which the Maintained Equipment was supplied.
Maintenance Services:
Preventative Maintenance, Corrective Maintenance and Emergency Maintenance of the Maintained Equipment.
Normal Business Hours:
8.00am to 5.00pm GMT on a Business Day.
Preventative Maintenance:
means:

(a) testing that the Maintained Equipment is functional; and
(b) making any adjustments as may be required to ensure the Maintained Equipment remains in Good Working Order,
in accordance with clause 2.2.

Renewal Period:
each successive 12-month period after the Initial Period for which this agreement is renewed.

Standard Maintenance Fees:
the fees payable by the Customer for the provision of Corrective Maintenance and Preventative Maintenance, as set out above, as these fees are varied from time to time in accordance with the terms of this agreement.

Term:
the Initial Period together with all Renewal Periods.

2. Maintenance Services

2.1 During the Term, the Supplier shall provide the Customer with the Maintenance Services for the Maintained Equipment.
2.2 The Supplier shall attend in accordance with the required number of attendances above to perform Preventative Maintenance of the Maintained Equipment. Where the Supplier wishes to attend the Location in order to perform Preventative Maintenance, it shall do so during Normal Business Hours.
2.3 On the Customer informing the Supplier that the Maintained Equipment is malfunctioning or has failed or is otherwise not in Good Working Order, the Supplier shall:
2.3.1 use all reasonable endeavours to perform Corrective Maintenance of the Maintained Equipment within 24 hours of recorded notification to the Supplier; and
2.3.2 attend at the Location during Normal Business Hours within 24 hours of recorded notification.
2.4 On the Customer informing the Supplier outside of Normal Business Hours that the Maintained Equipment is malfunctioning, has failed or is not in Good Working Order, the Supplier shall use reasonable endeavours to perform Emergency Maintenance of the Maintained Equipment as soon as reasonably practicable.
2.5 Emergency Maintenance shall be charged at the Additional Services Rates for each of the Supplier’s personnel involved in the performance of Emergency Maintenance. Any additional charges shall be calculated, in the case of Emergency Maintenance that is performed remotely, from the time at which the relevant Supplier personnel commence performance of Emergency Maintenance, and in the case of Emergency Maintenance that is performed at the Location, including travel time and cost of travel from when the personnel begin their journey to the Location until they arrive back from the Location.
2.6 In performing any Maintenance Services, the Supplier shall use all reasonable endeavours to restore any malfunctioning or failed Maintained Equipment to Good Working Order while in attendance at the Location. Where this is not reasonably practicable, or not reasonably practicable within Normal Business Hours (in the case of Preventative Maintenance and Corrective Maintenance), the Supplier shall either arrange for a further visit to the Location within Normal Business Hours to complete the repair, or remove the Maintained Equipment or part of the Maintained Equipment for repair off-site.
2.7 The Supplier shall procure that its personnel shall, while on site at the Location, comply with the Customer’s reasonable health and safety and security policies provided that these policies have been brought to the attention of its personnel.

3. Replacements and Spare Parts

3.1 In performing the Preventative Maintenance, Corrective Maintenance and the Additional Services, the Supplier shall use all reasonable endeavours to source spare parts required to restore the Maintained Equipment to Good Working Order and the Supplier shall have the right to charge the Customer for the spare parts but not without receiving approval prior.
3.2 All spare parts and/or replacements provided by the Supplier to the Customer shall become part of the Maintained Equipment and the property of the Customer. The Supplier will assign to the Customer, with full title guarantee and free from all third-party rights, all spare parts and/or replacements provided by the Supplier. All parts and components removed from the Maintained Equipment by the Supplier in the course of performing the Preventative Maintenance, Corrective Maintenance and/or the Additional Services shall no longer constitute part of the Maintained Equipment and will be the property of the Supplier. The Customer will assign to the Supplier, with full title guarantee and free from all third-party rights, all parts and components removed from the Maintained Equipment by the Supplier in accordance with this clause 3.2. For the purposes of this sub-clause, ‘assign’ includes ‘transfer ownership of’.

4. Customer’s Obligations

4.1 The Customer shall:
4.1.1 ensure that the Maintained Equipment is installed and kept at the Location, under suitable conditions, as specified in the agreement under which the Maintained Equipment was supplied, and permit only trained and competent personnel to use it and follow any operating instructions as the Supplier may give from time to time;
4.1.2 notify the Supplier promptly if the Maintained Equipment is discovered to be operating incorrectly;
4.1.3 ensure the Maintained Equipment is cleaned daily by competent employees and in accordance with the manufacturers’ instructions and general standards of competent hygiene;
4.1.4 ensure the immediate surrounds as well as all main services and connections to the Maintained Equipment are kept in good repair and condition;
4.1.5 at all reasonable times permit full and free access to the Location and to the Maintained Equipment to the Supplier, its employees, contractors and agents, and provide them with adequate and safe working space, and any facilities as are reasonably required to enable the Supplier to perform the Maintenance Services and the Additional Services while at the Location including but not limited to the free supply and assembly of scaffolding, ladders, walkways, hoists, lighting and other equipment necessary to ensure the safe provision of the Services;
4.1.6 provide the Supplier with any information that is reasonably requested in the performance of the Maintenance Services and the Additional Services;
4.1.7 take any steps reasonably necessary to ensure the safety of the Supplier’s personnel when attending the Location;
4.1.8 not allow any person other than the Supplier to maintain, alter, modify or adjust the Maintained Equipment without the prior written approval of the Supplier;
4.1.9 not move the Maintained Equipment from the Location without the prior written approval of the Supplier (such approval not to be unreasonably withheld or delayed);
4.1.10 store any reserve equipment only in conditions approved by the Supplier, and make this equipment available for periodic maintenance, as with all other Maintained Equipment; and
4.1.11 only use supplies or materials supplied or approved by the Supplier (such approval not to be unreasonably withheld or delayed).

5. Excluded Maintenance

5.1 The Supplier is not obliged to perform any Excluded Maintenance.
5.2 Where the Supplier is performing or has performed the Maintenance Services in circumstances where it is established that the Maintained Equipment was not in Good Working Order due to any of the Excluded Causes, the Supplier may charge, and the Customer shall pay, the Additional Services Fees in respect of that work.

6. Charges

6.1 For the performance of Corrective Maintenance and Preventative Maintenance, the Customer shall pay to the Supplier the Standard Maintenance Fees.
6.2 For the performance of any Additional Services, the Customer shall pay to the Supplier the Additional Services Fees.
6.3 The Standard Maintenance Fees and the Additional Services Fees shall be inclusive of all expenses, other than those recoverable in accordance with clause 3.1, and the Supplier shall be responsible for all costs and expenses incurred in providing the Maintenance Services (other than those recoverable in accordance with clause 3.1).
6.4 The Standard Maintenance Fees shall be due and payable in full to the Supplier half yearly in advance, within 30 days of receipt of a valid invoice from the Supplier. Any Additional Services Fees shall be due and payable monthly, within 30 days of receipt of a valid invoice from the Supplier. Any charges for spare parts recoverable in accordance with clause 3.1 shall be due within 30 days of receipt of a valid invoice from the Supplier.
6.5 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under this agreement, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.6 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.
6.7 The Supplier may, at any time after the first anniversary of the Commencement Date, increase the Standard Maintenance Fees and the Additional Services Rates by giving to the Customer not less than three months written notice, provided that the increases shall be no more frequent than once in any 12-month period.

7. Supplier Warranties

7.1 The Supplier represents and warrants to the Customer that:
7.1.1 the Maintenance Services and the Additional Services shall be performed:

(a) by an appropriate number of suitably experienced personnel;
(b) using all reasonable skill and care and in accordance with Good Industry Practice; and
(c) in accordance with all applicable laws and regulations in force from time to time.

7.1.2 the Supplier has the full capacity and authority and all necessary permissions, licences and consents necessary to enter into, and perform its obligations under, this agreement.
7.2 Except as expressly stated in this agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including satisfactory quality, fitness for purpose and suitability) are hereby excluded to the fullest extent permitted by law.

8. Liability

8.1 Neither party excludes or limits liability to the other party for:
8.1.1 fraud or fraudulent misrepresentation;
8.1.2 death or personal injury caused by negligence; or
8.1.3 a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
8.2 Subject always to clause 8.1, neither party shall be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
8.2.1 any loss (whether direct or indirect) of profits, business, revenue, or goodwill;
8.2.2 any special, indirect or consequential loss, costs, damages, charges or expenses,
in each case, however arising under this agreement.
8.3 Subject always to clause 8.1, each party’s total aggregate liability in contract, tort (including negligence and breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance, contemplated performance, or non-performance of this agreement shall be limited to the greater of the total Charges paid by the Customer to the Supplier during the 12-month period immediately preceding the date on which the first cause of action under this agreement first arose.
8.4 The parties agree the use of the Maintained Equipment is under the control of the Customer and it is fair and reasonable for the Supplier to limit it liability under this Agreement accordingly

9. Term and Termination

9.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance this clause 9, this agreement shall continue for the Initial Period and shall automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period. Either party may give written notice to the other party, not later than 90 days before the end of the Initial Period or the relevant Renewal Period, to terminate this agreement at the end of the Initial Period or the relevant Renewal Period, as the case may be.
9.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
9.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make that payment;
9.2.2 the other party commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
9.2.3 the other party:

(a) suspends, or threatens to suspend, payment of its debts;
(b) is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(e) (being a partnership) has any partner to whom any of clause (a) to clause (d) apply.

9.2.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.2.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over that other party (being a company);
9.2.7 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.2.8 a person becomes entitled to appoint a receiver over the assets of that other party or a receiver is appointed over the assets of that other party;
9.2.9 a creditor or encumbrancer of that other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of that other party’s assets and that attachment or process is not discharged within 14 days;
9.2.10 any event occurs or proceeding is taken with respect to that other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2.3 to clause 9.2.9 (inclusive);
9.2.11 that other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
9.2.12 there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
9.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
9.4 Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
9.5 On termination of this agreement for any reason, each party shall as soon as reasonably practicable:
9.5.1 return all of the other party’s equipment and materials, failing which the other party may enter the relevant premises and take possession of them. Until these are returned or repossessed, the party remaining in possession shall be solely responsible for their safe-keeping;
9.5.2 the Supplier shall provide all reasonable assistance to the Customer and/or any third party engaged by the Customer in connection with the maintenance and support of the Maintained Equipment;
9.5.3 the Customer shall immediately pay any outstanding amounts owed to the Supplier pursuant to this agreement.
9.6 Regardless of its obligations in this clause 9, if a party is required by any law, regulation, or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy under clause 9.5, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain.

10. Force Majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

11. Assignment
This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party.

12. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement 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 any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. Notice

13.1 Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next-working-day delivery service providing proof of delivery, at its registered office (if a company) or (in any other case) its principal place of business.
13.2 Any notice or communication shall be deemed to have been received, if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the Business Day after posting or at the time recorded by the delivery service.
13.3 This clause 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, writing shall not include e-mail.

14. Entire Agreement

14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party acknowledges that in entering into this agreement it does not rely on, and 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.
14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Severance

16.1 If any provision or part-provision of this agreement 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 this agreement.
16.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. No Partnership or Agency

17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18. Third-party Rights
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

19. Rights and Remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
In witness whereof this document has been executed and delivered on the date first stated above.