Docklands Systems Ltd Terms & Conditions Of Sale

Terms and Conditions

The Customer's attention is particularly drawn to the

provisions of clause 12.



1. INTERPRETATION

1.1 Definitions. In these Conditions, the following

definitions apply:

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 set out in

clause 2.2.

Conditions: these terms and conditions as

amended from time to time in accordance with

clause 15.7.

Contract: the contract between the Supplier and

the Customer for the supply of Goods and/or

Installation Services in accordance with these

Conditions.

Customer: the person or firm who purchases the

Goods and/or Installation Services from the

Supplier.

Delivery Location: has the meaning set out in

clause 4.2.

Estimated Delivery Date: the date estimated for

delivery of the Goods at the Delivery Location as

notified by the Supplier to the Customer when

issuing written confirmation of an Order in

accordance with clause 2.2.

Estimated Installation Date: the date estimated

for the provision of the Installation Services as

confirmed by the Supplier to the Customer when

issuing written confirmation of an Order in

accordance with clause 2.2.

Force Majeure Event: has the meaning given to it

in clause 14.1.

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 provided by the Customer to the Supplier.

Intellectual Property Rights: patents, rights to

inventions, copyright and related rights, trade

marks, business names and domain names, rights

in get-up, goodwill and the right to sue for passing

off, rights in designs, database rights, rights to use,

and protect the confidentiality of, confidential

information (including know-how), 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

Order: the Customer's order for the supply of

Goods and/or Installation Services, as set out in

the Customer's purchase order form or the

Customer’s written request for a quotation, or the

Customer's written acceptance of the Supplier's

quotation, as the case may be.

Installation Services: the installation of the Goods

at the Delivery Location by the Supplier.

Installation Service Requirements: any specific

requirements specified by the Buyer for the

Installation Services and agreed in writing by the

Supplier.

Supplier: Docklands Systems Limited registered in

England and Wales with company number

6282006.

Supplier Materials: has the meaning set out in

clause 8.1.7.



1.2 In these Conditions, the following rules of

interpretation apply :

1.2.1 a personincludes a natural person,

corporate or unincorporated body

(whether or not having separate legal

personality);

1.2.2 a reference to a party includes its

personal representatives, successors or

permitted assigns;

1.2.3 a reference to a statute or statutory

provision is a reference to such statute

or statutory provision as amended or reenacted.

A reference to a statute or

statutory provision includes any

subordinate legislation made under that

statute or statutory provision, as

amended or re-enacted;

1.2.4 any phrase introduced by the terms

including, include, in particular or any

similar expression shall be construed as

illustrative and shall not limit the sense

of the words preceding those terms; and

1.2.5 a reference to writing or written

includes faxes and e-mails.



2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to

purchase Goods and/or Installation Services from

the Supplier in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted

when the Supplier issues written confirmation of

the Order (by email or otherwise) at which point

and on which date the Contract shall come into

existence (Commencement Date).

2.3 The Contract constitutes the entire agreement

between the parties. The Customer acknowledges

that it has not relied on any statement, promise,

representation, assurance or warranty made or

given by or on behalf of the Supplier which is not

set out in the Contract.

2.4 Any samples, drawings, descriptive matter or

advertising issued by the Supplier and any

illustrations or descriptions of the Installation

Services contained in the Supplier's catalogues or

brochures are issued or published for the sole

purpose of giving an approximate idea of the

Installation Services and/or Goods described in

them. They shall not form part of the Contract or

have any contractual force.

2.5 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.

2.6 Any quotation given by the Supplier shall not

constitute an offer, and is only valid for a period of

90 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of

both Goods and Installation Services except where

application to one or the other is specified.



3. GOODS

3.1 The Goods are as described in the Supplier's

quotation as modified by any applicable Goods

Specification.

3.2 To the extent that the Goods are to be

manufactured in accordance with a Goods

Specification supplied by the Customer, the

Customer shall indemnify the Supplier against all

liabilities, costs, expenses, damages and losses

(including any direct, indirect or consequential

losses, loss of profit, loss of reputation and all

interest, penalties and legal and other

professional costs and expenses) suffered or

incurred by the Supplier in connection with any

claim made against the Supplier for actual or

alleged infringement of a third party's intellectual

property rights arising out of or in connection with

the Supplier's use of the Goods Specification. This

clause 3.2 shall survive termination of the

Contract.

3.3 The Supplier reserves the right to amend the

Goods Specification if required by any applicable

statutory or regulatory requirements.



4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

4.1.1 each Delivery is accompanied by a

delivery note which shows the date of

the Order, all relevant Customer and

Supplier reference numbers, 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 if the Supplier requires the Customer to

return any packaging material to the

Supplier, that fact is clearly stated on the

delivery note. 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 specified by the Customer in the Order

which has been accepted by the Supplier (Delivery

Location)

4.3 Delivery of the Goods shall be completed on the

Goods' arrival at the Delivery Location (Delivery).

4.4 The Estimated Delivery Date is approximate only,

and the time of Delivery is not of the essence. The

Supplier shall not be liable for any delay to the

Estimated Delivery Date 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 or take delivery of

the Goods within 10 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 shall be deemed to have been

completed at 9.00 am on the second

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 10 Business Days after 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.

4.8 The Customer shall not be entitled to reject the

Goods if the Supplier delivers up to and including

5 per cent more or less than the quantity of Goods

ordered, but a pro-rata adjustment shall be made

to the Order invoice on receipt of notice from the

Customer that the wrong quantity of Goods was

delivered.

4.9 The Supplier may deliver the Goods by

instalments, which may 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. MANUFACTURE AND QUALITY OF GOODS

5.1 The Supplier shall manufacture and supply the

Goods in accordance with all generally accepted

industry standards and practices that are

applicable.

5.2 The Supplier warrants that on Delivery, and for a

period of 5 years from the date of Delivery

(Warranty Period), the Goods shall:

5.2.1 conform with their description and any

applicable Goods Specification;

5.2.2 be free from material defects in design,

material and workmanship;

5.2.3 be of satisfactory quality (within the

meaning of the Sale of Goods Act 1979,

as amended) and fit for any purpose held

out by the Supplier; and

5.2.4 comply with all applicable statutory and

regulatory requirements.

5.3 The Supplier uses wood in its construction and

reminds the Customer that wood is a natural

material and, depending on the species, may have

greater or lesser variation in tone, colour and grain

pattern, or imperfections including, but not

limited to knots, checks and shakes. These

features are inherent to the material used and do

not usually represent a defect in quality.

5.4 The Supplier shall obtain and maintain in force

until the expiration of the Warranty Period all

licences, permissions, authorisations, consents

and permits needed to manufacture and supply

the Goods in accordance with the terms of this

agreement.

5.5 The Supplier shall comply with all applicable laws,

enactments, orders, regulation and other

instruments relating to the manufacture, marking,

storage, handling and delivery of the Goods.

5.6 Subject to clause 5.7, if:

5.6.1 the Customer gives written notice in

writing during the Warranty Period

within 7 days of discovery that some or

all of the Goods do not comply with the

warranty set out in clause 5.1; and

5.6.2 the Supplier is given a reasonable

opportunity of examining such Goods

the Supplier shall, at its option, repair or

replace the defective Goods, or refund

the price of the defective Goods in full.

5.7 The Supplier shall not be liable for the Goods'

failure to comply with the warranty in clause 5.1

if:

5.7.1 the Customer makes any further use of

such Goods after giving a notice in

accordance with clause 5.6;

5.7.2 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;

5.7.3 the defect arises as a result of the

Supplier following any drawing, design

or Goods Specification supplied by the

Customer;

5.7.4 the Customer alters or repairs such

Goods without the written consent of

the Supplier;

5.7.5 the defect arises as a result of fair wear

and tear, wilful damage, negligence, or

abnormal working conditions;

5.7.6 the Goods differ from the Goods

Specification as a result of changes made

to ensure they comply with applicable

statutory or regulatory standards.

5.8 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.

5.9 The terms of these Conditions shall apply to any

repaired or replacement Goods supplied by the

Supplier under clause 5.6.



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:

6.2.1 the Supplier receives payment in full (in

cash or cleared funds) for the Goods, the

Installation Services and any other goods

or services 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.

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 13.4.1 to clause 13.4.12;

and

6.3.5 give the Supplier such information

relating to the Goods as the Supplier

may require from time to time.

6.4 If before title to the Goods passes to the Customer

the Customer becomes subject to any of the

events listed in clause 13.4.1 to clause 13.4.12,

then, without limiting any other right or remedy

the Supplier may have:

6.4.1 the Customer's right to resell Goods or

use them in the ordinary course of its

business ceases immediately; and

6.4.2 the Supplier may at any time:

6.4.2.1 require the Customer to

deliver up all Goods in its

possession which have not

been resold, or irrevocably

incorporated into another

product; and

6.4.2.2 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. INSTALLATION OF THE GOODS

7.1 The Supplier shall provide the Installation Services

to the Customer in all material respects in

accordance with the manufacturer’s instructions

and any Installation Service Requirements.

7.2 The Supplier shall use reasonable endeavours to

meet the Estimated Installation Date, but any such

dates shall be estimates only and time shall not be

of the essence for the performance of the

Installation Services.

7.3 The Supplier shall have the right to make any

changes to the Installation Services or Installation

Service Requirements which are necessary to

comply with any applicable law or safety

requirement, or which do not materially affect the

nature or quality of the Installation Services.

7.4 The Supplier warrants to the Customer that the

Installation 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

Goods Specification submitted by the

Customer (if any) are complete and

accurate;

8.1.2 co-operate with the Supplier in all

matters relating to the Installation

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 Installation

Services;

8.1.4 provide the Supplier with such

information and materials as the

Supplier may reasonably require to

supply the Installation Services, and

ensure that such information is accurate

in all material respects;

8.1.5 prepare the Customer's premises for the

supply of the Installation Services;

8.1.6 obtain and maintain all necessary

licences, permissions and consents

which may be required for the

Installation Services before the date on

which the Installation Services are to

start; and

8.1.7 keep and maintain 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.

8.2 If the Supplier's performance of any of its

obligations in respect of the Installation Services 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 the Supplier shall without limiting its

other rights or remedies have the right

to suspend performance of the

Installation 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 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 prices for Goods and Installation Services shall

be the prices provided by the Supplier when

issuing written confirmation of an Order in

accordance with clause 2.2 of this contract or, if no

price is quoted, the prices for Goods and

Installation Services set out in the Supplier's

published price lists as at the date of Delivery. The

price of the Goods is exclusive of all costs and

charges of packaging, insurance, transport of the

Goods.

9.2 The Supplier reserves the right to increase the

price of the Goods, by giving notice to the

Customer at any time before Delivery, to reflect

any increase in the cost of the Goods to the

Supplier that is due to:

9.2.1 any factor beyond the control of the

Supplier (including foreign exchange

fluctuations, increases in taxes and

duties, and increases in labour, materials

and other manufacturing costs);

9.2.2 any request by the Customer to change

the delivery date(s), quantities or types

of Goods ordered, or the Goods

Specification; or

any delay caused by any instructions of the Customer in

respect of the Goods or failure of the Customer to give the

Supplier adequate or accurate information or instructions in

respect of the Goods.

9.3 The Supplier shall invoice the Customer for the

Goods and Installation Services on or at any time

after completion of Delivery.

9.4 The Customer shall pay each invoice submitted by

the Supplier within 30 working days of the date of

invoice. 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 Installation

Services or Goods at the same time as payment is

due for the supply of the Installation Services or

Goods.

9.6 If the Customer fails to make any payment due to

the Supplier under the Contract by the due date

for payment, then 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.

9.7 The Customer shall pay all amounts due under the

Contract in full without any set-off, counterclaim,

deduction or withholding except as required by

law. The Supplier may, without limiting its other

rights or remedies, set off any amount owing to it

by the Customer against any amount payable by

the Supplier to the Customer.



10. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of

or in connection with any Goods produced by the

Supplier (whether to a Goods Specification

provide by the Customer or otherwise) shall

belong to the Supplier.



11. CONFIDENTIALITY

A party (receiving party) shall keep in strict

confidence all technical or commercial know-how,

specifications, inventions, processes or initiatives

which are of a confidential nature and have been

disclosed to the receiving party by the other party

(disclosing party), its employees, agents or

subcontractors, and any other confidential

information concerning the disclosing party's

business, its products and services which the

receiving party may obtain. The receiving party

shall only disclose such confidential information to

those of its employees, agents and subcontractors

who need to know it for the purpose of

discharging the receiving party's obligations under

the Contract, and shall ensure that such

employees, agents and subcontractors comply

with the obligations set out in this clause as

though they were a party to the Contract. The

receiving party may also disclose such of the

disclosing party's confidential information as is

required to be disclosed by law, any governmental

or regulatory authority or by a court of competent

jurisdiction. This clause 11 shall survive

termination of the Contract.



12. LIMITATION OF LIABILITY: THE CUSTOMER'S

ATTENTION IS PARTICULARLY DRAWN TO THIS

CLAUSE

12.1 Nothing in these Conditions shall limit or exclude

the Supplier's liability for:

12.1.1 death or personal injury caused by its

negligence, or the negligence of its

employees, agents or subcontractors;

12.1.2 fraud or fraudulent misrepresentation;

12.1.3 breach of the terms implied by section 2

of the Supply of Goods and Services Act

1982 (title and quiet possession);

12.1.4 breach of the terms implied by section

12 of the Sale of Goods Act 1979 (title

and quiet possession); or

12.1.5 defective products under the Consumer

Protection Act 1987.

12.2 Subject to clause 12.1:

12.2.1 the Supplier shall under no

circumstances whatever be liable to the

Customer, whether in contract, tort

(including negligence), breach of

statutory duty, or otherwise, for any loss

of profit, or any indirect or consequential

loss arising under or in connection with

the Contract ; and

12.2.2 the Supplier's total liability to the

Customer in respect of all other losses

arising under or in connection with the

Contract, whether in contract, tort

(including negligence), breach of

statutory duty, or otherwise, shall in no

circumstances exceed the value of the

Contract.

12.3 The terms implied by sections 13 to 15 of the Sale

of Goods Act 1979 and the terms implied by

sections 3 to 5 of the Supply of Goods and Services

Act 1982 are, to the fullest extent permitted by

law, excluded from the Contract.

12.4 This clause 12 shall survive termination of the

Contract.



13. TERMINATION

13.1 Subject to clauses 13.2 and 13.3, without limiting

its other rights or remedies either party may

terminate the Contract (in relation to the Goods,

the Installation Services or both) at any time prior

to Delivery by giving the other party not less than

6 weeks’ written notice.

13.2 Termination by the Customer may be subject to a

minimum charge of 25% of the value of the Order

at the discretion of the Supplier.

13.3 The Customer shall not be entitled at any time

after the Order has been accepted by the Supplier

in accordance with clause 2.2 to terminate this

Contract (or any part of it) where any bespoke

Goods are to be manufactured or supplied by the

Supplier in accordance with a Goods Specification

provided by the Customer.

13.4 Without limiting its other rights or remedies, each

party may terminate the Contract with immediate

effect by giving written notice to the other party

if:

13.4.1 the other party suspends, or threatens

to suspend, payment of its debts or is

unable to pay its debts as they fall due or

admits inability to pay its debts or (being

a company or limited liability

partnership) is deemed unable to pay its

debts within the meaning of section 123

of the Insolvency Act 1986 or (being an

individual) is deemed either unable to

pay its debts or as having no reasonable

prospect of so doing, in either case,

within the meaning of section 268 of the

Insolvency Act 1986 or (being a

partnership) has any partner to whom

any of the foregoing apply;

13.4.2 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;

13.4.3 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 the other party (being a company)

other than for the sole purpose of a

scheme for a solvent amalgamation of

the other party with one or more other

companies or the solvent reconstruction

of that other party;

13.4.4 the other party (being an individual) is

the subject of a bankruptcy petition or

order;

13.4.5 a creditor or encumbrancer of the other

party attaches or takes possession of, or

a distress, execution, sequestration or

other such process is levied or enforced

on or sued against, the whole or any part

of its assets and such attachment or

process is not discharged within 14 days;

13.4.6 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 the

other party (being a company);

13.4.7 the holder of a qualifying charge over the

assets of the other party (being a

company) has become entitled to

appoint or has appointed an

administrative receiver;

13.4.8 a person becomes entitled to appoint a

receiver over the assets of the other

party or a receiver is appointed over the

assets of the other party;

8

13.4.9 any event occurs, or proceeding is taken,

with respect to the 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 13.4.1 to

clause 13.4.8 (inclusive);

13.4.10 the other party suspends, threatens to

suspend, ceases or threatens to cease to

carry on, all or substantially the whole of

its business;

13.4.11 the other party's financial position

deteriorates to such an extent that in the

Supplier's opinion the Customer's

capability to adequately fulfil its

obligations under the Contract has been

placed in jeopardy; or

13.4.12 the other party (being an individual) dies

or, by reason of illness or incapacity

(whether mental or physical), is

incapable of managing his own affairs or

becomes a patient under any mental

health legislation.

13.5 Without limiting its other rights or remedies, 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 this Contract on the due date for

payment.

13.6 Without limiting its other rights or remedies, the

Supplier may suspend the supply of Installation

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 this Contract on the

due date for payment, the Customer becomes

subject to any of the events listed in clause 13.4.1

to clause 13.4.12, or the Supplier reasonably

believes that the Customer is about to become

subject to any of them.

13.7 On termination of the Contract for any reason:

13.7.1 the Customer shall immediately pay to

the Supplier all of the Supplier's

outstanding unpaid invoices and interest

and, in respect of Installation Services

supplied but for which no invoice has yet

been submitted, the Supplier shall

submit an invoice, which shall be

payable by the Customer immediately

on receipt;

13.7.2 the Customer shall return all of the

Supplier Materials and any 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;

13.7.3 the accrued rights and remedies of the

parties as at termination shall not be

affected, 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; and

13.7.4 clauses which expressly or by implication

have effect after termination shall

continue in full force and effect.



14. FORCE MAJEURE

14.1 For the purposes of this Contract, Force Majeure

Eventmeans an event beyond the reasonable

control of the Supplier including but not limited to

strikes, lock-outs or other industrial disputes

(whether involving the workforce of the Supplier

or any other party), failure of a utility service or

transport network, act of God, war, riot, civil

commotion, malicious damage, compliance with

any law or governmental order, rule, regulation or

direction, accident, breakdown of plant or

machinery, fire, flood, storm or default of

suppliers or subcontractors.

14.2 The Supplier shall not be liable to the Customer as

a result of any delay or failure to perform its

obligations under this Contract as a result of a

Force Majeure Event.

14.3 If the Force Majeure Event prevents the Supplier

from providing any of the Installation Services

and/or Goods for more than 8 weeks, the Supplier

shall, without limiting its other rights or remedies,

have the right to terminate this Contract

immediately by giving written notice to the

Customer.



15. GENERAL

15.1 Assignment and other dealings

15.1.1 The Supplier may at any time assign,

transfer, mortgage, charge, subcontract

or deal in any other manner with all or

any of its rights under the Contract and

may subcontract or delegate in any

manner any or all of its obligations under

the Contract to any third party.

15.1.2 The Customer shall not, without the

prior written consent of the Supplier,

assign, transfer, charge, subcontract,

declare a trust over or deal in any other

manner with all or any of its rights or

obligations under the Contract.

15.2 Notices

15.2.1 Any notice or other communication

given to a party under or in connection

with this Contract shall be in writing,

addressed to that party at its registered

office (if it is a company) or its principal

place of business (in any other case) or

such other address as that party may

have specified to the other party in

writing in accordance with this clause,

and shall be delivered personally or sent

by prepaid first-class post or other next

working day delivery service, or by

commercial courier, fax or e-mail.

15.2.2 A notice or other communication shall

be deemed to have been received: if

delivered personally, when left at the

address referred to in clause 15.2.1; 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;

or, if sent by by fax or e-mail, one

Business Day after transmission.

15.2.3 The provisions of this clause shall not

apply to the service of any proceedings

or other documents in any legal action

15.3 Severance

15.3.1 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 partprovision

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.

15.3.2 If any provision or part-provision of this

Contract 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.

15.4 WaiverA waiver of any right under the Contract or

law is only effective if it is in writing and shall not

be deemed to be a waiver of any subsequent

breach or default. No failure or delay by a party in

exercising any right or remedy under the Contract

or by law shall constitute a waiver of that or any

other right or remedy, nor prevent or restrict its

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.

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 any of the

parties, nor constitute either party the agent of

another party for any purpose. Neither party shall

have authority to act as agent for, or to bind, the

other party in any way.

15.6 Third parties. A person who is not a party to the

Contract shall not have any rights to enforce its

terms.

15.7 Variation.Except as set out in these Conditions,

no variation of the Contract, including the

introduction of any additional terms and

conditions shall be effective unless it is agreed in

writing and signed by the Supplier.

15.8 Governing law. This agreement and any dispute or

claim arising out of or in connection with it or its

subject matter or formation (including noncontractual

disputes or claims) shall be governed

by and construed in accordance with the law of

England and Wales.

15.9 JurisdictionEach 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 Contract or its

subject matter or formation (including noncontractual

disputes or claims).