Malton Inflight Ltd - Standard Terms & Conditions of Sale
1. Definitions: In these Conditions: "the Buyer" means the company and/or person who buys or agrees to buy the Goods from the Seller. "Conditions" means the conditions set out herein and any special terms and conditions agreed in writing by the Seller. "Delivery Address" means the address for delivery specified in our offer. "Delivery Date" means the date specified by the Seller for delivery of the Goods as specified in our offer. "Goods" means the goods and materials to be supplied by the Supplier as set out in writing in our offer or in the Seller's order confirmation, as confirmed in the Buyer's Purchase Order document. "Price" means the price of the Goods set out in our offer or in the Seller's order confirmation document and in Condition 3 "the Seller" means the company as listed on the invoice, which shall be either of the following; Malton Inflight Ltd of Basepoint, Metcalf Way, Crawley, West Sussex RH11 7XX United Kingdom, or, Malton (Shanghai) Trading Company Ltd, Room No.2008, Suncome Liauw’s Plaza, No.738 Shangcheng Road, Pudong District, Shanghai, China, 200120, or, Malton Inflight Asia Pacific Limited, Room No.2008, Suncome Liauw’s Plaza, No.738 Shangcheng Road, Pudong District, Shanghai, China, 200120, (Registered at Room H, 8/F., Winner Building, 37, D’Aguilar Street, Central, Hong Kong).
2. CONDITIONS
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. 2.2 All Purchase Orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. 2.3 Acceptance of Buyer's Purchase Order by Seller shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions. 2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 2.5 The Seller gives no warranties or assurances that the Goods made to the Buyer's specification are suitable for the Buyer's purposes. 2.6 Where guidelines or labels are given on how to use, store or clean the Goods or for any other reason the Seller shall accept no liability whatsoever for any damage caused as a result of the guidelines not being followed.
3. PRICE AND PAYMENT
3.1 The Price shall be the Seller's quoted price. The Price is exclusive of VAT (if applicable) which shall be due at the rate ruling on the date of the VAT invoice and all and any import or export duties levied on the Goods but unless stated otherwise overleaf or in the Seller's order confirmation document shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance, delivery, loading, unloading, installation and commissioning of the Goods.
3.2 The Price shall be applicable to the contract for the sale of Goods to the Buyer and the Seller shall not be bound to sell further or similar goods to the Buyer or any other party at the same Price.
3.3 Payment of the Price and VAT (if applicable) shall be due upon shipment from the factory and must be received within 30 days of the date of the Seller's invoice. Time for payment shall be of the essence.
3.4 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the United Kingdom Statutory Rate, plus the bank of England base rate and shall accrue at such a rate after as well as before any judgment.
3.5 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller's other rights the Seller may :-
3.6 Suspend or cancel deliveries of any Goods or other articles due to the Buyer; and/or
3.7 Appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.8 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
4. GOODS AND SALE BY SAMPLE
4.1 The quantity and written description of the Goods and the Delivery Date shall be as set out in the Seller's quotation or as may be amended in the Seller's order confirmation document.
4.2 Pictures and images of products are for reference purposes only and the actual finished article may appear different. We reserve the right to supply an alternative product, meeting the same specification criteria if necessary. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us.
4.3 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
4.4 If this contract is a sale by sample :-
4.5 the bulk of the Goods will correspond with the sample in quality provided that the Seller shall have no liability to the Buyer unless more than 5% of the Goods do not so correspond;
4.6 the Buyer shall be deemed to have had a reasonable opportunity of comparing the bulk of any consignment of Goods with the sample after 3 days from delivery to the Buyer or the Buyer's agent have expired;
4.7 upon the Buyer having been deemed to have had a reasonable opportunity of comparing the bulk of any consignment with the sample the Buyer will also be deemed to have had notice of any defect or rendering the Goods not in accordance with the contract and to have accepted all the Goods so delivered.
4.8 Allowable discrepancies in quantity - the Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that:
4.9 Such discrepancy in quantity shall not exceed 5%;
4.10 The Price shall be adjusted pro rata to the discrepancy.
4.11 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise (other than those expressed warranties set out in the current edition of the Seller's specification or in accordance with the Seller's quotation) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
4.12 The specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
5. DEMONSTRATION OF PRODUCTS, CONFIDENTIALITY & PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
5.1 The Seller may from time to time demonstrate the Seller's range of goods to the Buyer to enable the Buyer to evaluate the goods with a view to placing orders for them.
5.2 The Buyer hereby acknowledges that the intellectual property rights in those goods which includes the formulae, processes, designs, appearance and specification ("the Proprietary Information") remains at all times with the Seller and that if the Buyer does not proceed with an order for the purchase of the same or similar goods with the Seller, that the Buyer will at all times keep confidential the nature of the goods that have been demonstrated to the Buyer and will not directly or indirectly use (for its own or another's purposes) or disclose all or any part of the Proprietary Information.
5.3 The Seller may from time to time include the Buyers logo on its company literature unless specifically requested not to by the Buyer.
6. DELIVERY
6.1 The Seller will deliver the Goods to the Delivery Address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Where the Goods are to be collected from the Buyer by the Seller the risk in the Goods shall pass to the Buyer upon such collection taking place. Where the Seller shall arrange the carriage of Goods to the Buyer's address the risk in the Goods shall pass immediately upon delivery being made.
6.2 Time of delivery of the Goods shall not be of the essence of the Contract.
6.3 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these Conditions. The failure of the Seller to deliver the Goods on the Delivery Date shall not entitle the Buyer to treat this contract as repudiated. The failure of the Buyer to pay for any one or more of the said instalments of the Goods on the due dates shall entitle the Seller (at the sole option of the Seller):
6.4 Without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
6.5 To treat this contract as repudiated by the Buyer.
6.6 The Seller shall be liable for losses or damages, in case of misconduct or gross negligence of the Seller, its employees or agents.
6.7 The time within which the Buyer shall be bound to accept the delivery, should be equal to within 15 days after the agreed delivery date unless otherwise agreed.
6.8 The Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase and delivery of the Goods. The Seller shall promptly upon request supply all documents reasonably required by the Buyer for this purpose.
6.9 If the Buyer is unable to take delivery of the Goods on or after the Delivery Date the Seller may, at its discretion, store the Goods at the cost and risk of the Buyer.
7. ACCEPTANCE OF GOODS
7.1 Prior to delivery to the Buyer, or the Buyer's agent, the goods shall be inspected by our own quality assurance personnel, according to our normal inspection criteria and based on the standard AQL (Acceptable Quality Limit).
7.2 Upon request, a copy of the inspection report shall be delivered to the Buyer.
7.3 The Buyer shall be able to inspect the goods at any time prior to shipment from Country of Origin of the Goods. Thereafter, the Buyer shall be deemed to have accepted the goods upon shipment.
7.4 After acceptance, the Buyer shall not be entitled to reject the goods, which have met our inspection criteria.
7.5 If the Buyer rejects any of the Goods, the Buyer shall nonetheless pay the full price for such Goods and promptly give notice and reason of rejection to the Seller and at the Buyer's cost return such Goods to the Seller before the date or when payment of the Price is due.
7.6 No Goods delivered to the Buyer, which have been inspected and which have been certified as being in accordance with the contract shall be accepted for return without the prior written agreement and approval of the Seller on terms to be determined at the absolute discretion of the Seller. Goods returned without the prior written approval of the Seller may at the Seller's absolute discretion be returned to the Buyer or stored at the Buyer's cost without prejudice to any other rights or remedies the Seller may have.
8 TITLE & RISK
8.1 Risk shall pass to the buyer on shipment of the Goods or to the Buyer on collection of the Goods by the Buyer.
8.2 In spite of delivery having been made the property in the Goods shall not pass from the Seller until :-
8.3 The Buyer shall have paid the Price plus VAT in full; and
8.4 No other sums whatsoever shall be due from the Buyer to the Seller.
8.5 Until property in the Goods passes to the Buyer (in accordance with Clause 8.1) the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
8.6 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business and full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal where making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
8.7 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that Property in any of the Goods has not passed from the Seller.
8.8 Until such time as the property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under Clause 8.1 shall cease.
8.9 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.10 The Buyer shall insure and keep insured the Goods to the full Price against "All Risks" to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9. FORCE MAJURE
If delivery of Goods or performance of Work is delayed by causes totally outside the control of the Seller, then the Seller shall give written notice of such cause within 7 days of its occurrence or earlier if delivery is due within this 7 day period, providing particulars of the circumstances and their effect, and the Buyer shall agree to allow such extra time for delivery of the Goods or the completion of the Work as is, in the Seller's sole opinion, reasonable in the circumstances.
10. REMEDIES OF THE BUYERS
10.1 Where the Buyer rejects or accepts or has been deemed to have accepted any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
10.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
10.3 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
11. CANCELLATION
The Seller shall be entitled to cancel the Order at any time by giving written notice to the Buyer. If the Seller exercises its right of cancellation it shall have no liability in respect of the Contract or in respect of any damage whatever arising from such cancellation.
12. INDEMNITY
The Buyer shall keep the Seller fully and effectively indemnified against:
12.1 any and all claims for infringement of letters, patent or registered design, trademarks or trade name by reason of the use or sale of the Goods and against all costs and damages which the Seller may incur in any action for such infringement or for which the Seller may become liable in such actions;
12.2 any royalties payable to the Buyer; and
12.3 each and every liability the Seller may incur to any other person whatsoever and against all claims, demands, proceedings, damages, costs and expenses made against or incurred by the Seller arising out of or occasioned by any error in design or drawings or any defects in or failure of the Goods or Work or any part thereof or by reason of any act or omission of the Buyer, his employees, sub-contractors or agents or otherwise by reason of any breach or default of the Supplier in carrying out or failing to carry out properly or at all his obligations under the Contract.
13. BANKRUPTCY OR INSOLVANCY
If the Buyer shall become bankrupt or insolvent or the subject of a receiving order, an administration order or winding-up proceedings (not being a members' voluntary winding-up for the purposes of reconstruction or amalgamation) the Seller may either:
13.1 terminate the Contract forthwith by notice in writing to the Buyer or to the receiver, administrator or liquidator or to any person in whom the Contract may become vested; or
13.2 give any such receiver, administrator, liquidator or other person the option of carrying out the Contract subject to such person providing a guarantee for the due and faithful performance of the Contract.
14. GENERAL
14.1 The Order is personal to the Buyer and the Buyer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
14.2 No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
15. ARBITRATION
15.1 In the event of any dispute or difference arising between the parties as to the meaning of this contract or any matter or thing arising out of or connected with this contract then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or (in default of agreement) to be nominated by the Chartered Institute of Arbitrators, International Arbitration and Mediation Centre, 12 Bloomsbury Square, London, WC1A 2LP.
16. GOVERNING LAW
Notwithstanding the respective domicile of the parties hereto the Contract shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Terms & Conditions of Purchase
These Conditions are an integral part of the Purchase Order and shall apply except to the extent that they may be inconsistent with any Special Conditions appearing on the face of or otherwise incorporated in the Purchase Order and which shall have precedence over these Conditions. Such Special Conditions (if any) and these Conditions shall constitute the entire agreement. These Conditions may only be varied with the written agreement of the Purchaser. The Supplier accepts the Purchase Order by acknowledging receipt or commencing performance. Purchase Orders will not be accepted against any other terms.
1. DEFINITIONS
1.1 The term "Purchaser" shall mean Malton Inflight Limited.
1.2 The term "Supplier" shall mean the Organisation, Company or Person to whom the Purchase Order is issued.
1.3 The word "Goods" shall mean any such goods or service to be supplied to the Purchaser by the Supplier (or by any of the Supplier's sub-contracts) pursuant to or in connection with this Purchase Order.
1.4 The word "Service" shall include all service work specified in this Purchase Order.
1.5 "The Contract" shall mean the contract between Purchaser and Supplier consisting of the Purchase Order (the "Order") and any other document specified in the Order.
2. CONFORMITY QUALITY AND FITNESS FOR PURPOSE
2.1 All Goods supplied must be new and of satisfactory quality and free from defects in material or workmanship and shall conform to the quantity, quality and specification stated in the Order and any variations thereto and/or any drawing or sample submitted.
2.2 The Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Purchaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order.
2.3 No Goods shall be supplied with asbestos content.
2.4 The Goods shall conform in all respects with the requirements of any statutes, orders, regulations, standards or bye-laws from time to time in force.
3. RIGHTS OF THIRD PARTIES
3.1 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract.
4. DELIVERY
4.1 Time of delivery shall be of the essence and failure to deliver on dates specified gives Purchaser right to cancel all or part of the order without prejudice to Purchaser's other rights, but in Force Majeure situations Purchaser will attempt to give reasonable extensions to delivery timing on prompt notification of situation by Supplier. Any extra costs resulting must be paid by Supplier.
4.2 Supplier shall use reasonable endeavours to meet Purchaser's request to change delivery timings at no extra cost to Purchaser and will inform Purchaser at once of any difficulty. Purchaser may refuse early delivery.
4.3 A delivery or advice note must accompany every delivery, detailing the Order number, quantities and description of the Goods included in the consignment.
4.4 All Goods must be delivered at the delivery point specified in the Purchase Order, between 0900 and 1630 hours Monday to Friday, unless otherwise agreed by the Purchaser in writing.
4.5 Supplier must obtain a legible authorised signature on a separate copy of the Delivery Note, as proof of delivery.
4.6 In the event of failure to deliver, or delivery is late, the Purchaser reserves the right to buy from any alternative source. Any extra costs resulting must be paid by Supplier to the Purchaser within 30 days.
5. INSPECTION REJECTION AND GUARANTEE
5.1 The Supplier shall permit the Purchaser or his authorised representatives to make any inspections or tests he may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at his premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods.
5.2 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements specified herein or which are defective in any way. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Goods concerned. If the Purchaser shall reject any of the Goods pursuant to this Condition the Purchaser shall be entitled (without prejudice to his other rights and remedies) either:
5.2.1 to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the Purchaser shall elect) replaced by the Supplier with Goods which comply in all respects with the requirements specified herein; or
5.2.2 to obtain a refund from the Supplier in respect of the Goods or Service concerned.
5.3 The guarantee period applicable to the Goods shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall within such guarantee period or within 30 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the Purchaser may have) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser.
5.4 Any Goods rejected or returned by the Purchaser as described in paragraphs 5.2 or 5.3 shall be returned to the Supplier at the Supplier's risk and expense.
6. CARRIAGE AND PACKING
6.1 Carriage to be paid by Supplier to Purchaser's delivery address, unless otherwise agreed and stated on the Order.
6.2 The Goods shall be securely packed and marked in a proper manner and in accordance with the Purchaser's instructions and any statutory requirements.
6.3 All packaging shall be considered as non-returnable and the cost as having been included in Supplier's price, unless otherwise agreed and stated on the Order.
7. PROPERTY AND RISK
7.1 Property and risk in the Goods shall without prejudice to any of the rights or remedies of the Purchaser pass to the Purchaser at the time of delivery.
8. INTELLECTUAL PROPERTY
8.1 The Supplier shall indemnify the Purchaser from and against all costs, claims, proceedings or demands in respect of any infringement of letters patent, registered design, trade mark or copyright arising out of the sale or use of any Goods supplied under this Order, provided always that the Supplier shall not be required to indemnify the Purchaser against such infringements where the Goods are supplied to the particular design or specification of the Purchaser.
8.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser pursuant to this Order shall remain vested solely in the Purchaser and the Supplier shall not (except to the extent necessary for the implementation of this Order) without prior written consent of the Purchaser use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Order) and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the Purchaser or the Order in any advertisement without the Purchaser's prior written agreement.
8.3 All new intellectual property rights arising from the supply of Goods or Services under this Order shall be vested in and become the property of the Purchaser. Save that nothing in this clause 8.3 shall be construed as affecting the ownership of intellectual property rights in the Goods or Service in existence prior to the performance of this Order.
9. WARRANTY
9.1 The Supplier represents and warrants to the Purchaser that the Supplier has satisfied himself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed and constructed so as to be safe and without risk to the health or safety of persons using the same, and that he has made available to the Purchaser adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health. The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition.
9.2 Unless the Goods are supplied to the design or specification of the Purchaser, the Supplier accepts design responsibility and warrants the Goods to be free from defect.
9.3 The Supplier warrants that all necessary permits or licences required for the supply of the Goods have been obtained.
10. INDEMNITY
10.1 Without prejudice to any rights or remedies of the Purchaser, the Supplier shall at all times hold harmless and keep indemnified the Purchaser, its employees and agents from and against any and all claims, proceedings, judgements, costs (including legal fees) and losses wherever made, or incurred in respect of damage to property and/or injury, or death of persons arising directly or indirectly out of any actual or alleged defect in design, materials and/or workmanship, or the failure to provide adequate, complete and proper warnings and instructions in respect of the Goods, or resulting from any acts or omissions of the Supplier.
10.2 The undertaking shall apply whether the claim proceeding or judgement is grounded on breach of warranty, negligence or strict liability.
10.3 Supplier agrees upon request by the Purchaser to take over for the Supplier's own account the defence of any such claim or proceeding.
10.4 Supplier providing Service on Purchaser's premises shall accept full responsibility for all damage to persons or property caused by its errors, actions, and inactions (including those of its employees, agents, servants and sub-contractors) and must have the benefit of adequate insurance therefor, and provide evidence thereof to the Purchaser on request.
11. PRICE
11.1 The price specified on the Order shall remain fixed and no increase will be accepted by the Purchaser unless otherwise agreed in writing before the execution of the Order. All indirect charges such as but not limited to packaging, freight, insurance, import duties, foreign taxes and other like charges shall be included in the price.
11.2 Notwithstanding the above, the Purchaser shall pay to the Supplier in addition to the agreed price a sum equal to the Value Added Tax chargeable on the value of the Goods.
11.3 Invoices must quote the Order number, and be sent to the "Invoice" address shown. Failure to quote the Order number may result in delayed payment.
11.4 Purchaser's payment terms are 30 days from receipt of invoice or satisfactory completion of deliveries or services, whichever is the later date.
12. CONFIDENTIALITY
12.1 The Supplier shall keep confidential and not disclose and shall procure that his employees keep confidential and do not disclose any information of a confidential nature obtained by him by reason of this Order except information which is in the public domain otherwise than by reason of a breach of this provision.
12.2 The provisions of paragraph 12.1 shall apply during the continuance of this Order and after its termination howsoever arising.
13. TRANSFER AND SUB-CONTRACTING
13.1 The Supplier shall not assign, transfer, sub-contract (except as is customary in the trade), or otherwise dispose of the Order or any part thereof or any interest, rights, obligations or any benefit or advantage of the Order or any part thereof without the previous consent in writing of the Purchaser.
13.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of his responsibilities under this Order.
13.3 Any such purported transfer or assignment shall be null and void.
14. TERMINATION
14.1 For default In the event of a breach of any of the terms and conditions of this Order the Purchaser may give the Supplier notice of such breach. If such breach is capable of remedy the Supplier shall rectify the breach within fourteen days. If the breach has not been rectified within fourteen days or if the breach is not capable of remedy then the Purchaser may give notice terminating the Order without incurring liability. The Supplier shall indemnify the Purchaser from and against any cost resulting from the termination of the Order.
14.2 For insolvency If the Supplier becomes insolvent or has a receiver or administrator appointed over all or a substantial part of its undertakings or assets or is compulsorily or voluntarily wound up or enters into any liquidation (or being an individual be declared bankrupt) or if the Purchaser bona fide believes that any of such events may occur then the Purchaser shall have the right without prejudice to any other remedy to suspend the performance of or terminate the Order without incurring liability except in respect of Goods already delivered.
14.3 For convenience The Order may be terminated by the Purchaser at any time in whole or in part by notice to the Supplier. In the event of such notice the Supplier shall cease work. The Purchaser will pay a fair and reasonable price for justified work or Goods completed at the time of termination. Payment of such price shall be in full and final settlement of any claims arising out of such termination. Such payments made taken together with any sums paid or due or becoming due to the Supplier under the Order shall not exceed the total price of the Goods under the Order.
14.4 Any termination of the Order shall not prejudice any rights or remedies which may have accrued to either party under this Order at the date of termination and both parties shall use reasonable endeavours to mitigate their losses on such termination.
15. FORCE MAJEURE
15.1 Except for payment of money due, neither party shall be liable for failure to perform its obligations under this Contract, nor give rise to any claim for compensation or damage, nor be deemed in breach of this Contract, if and to the extent that such failure arises from an occurrence or circumstances reasonably beyond that party's control (Force Majeure).
15.2 If either party is affected by Force Majeure that party shall give written notice without delay to the other party of the nature and extent of the circumstances and the date and anticipated duration of the suspension.
15.3 If such Force Majeure causes a delay of sixty (60) days or more and such delay may reasonably be anticipated to continue, then either party may terminate this Contract forthwith.
15.4 The party serving notice pursuant to Clause 15.1 shall notify the other in writing as soon as the performance of its obligations is no longer affected by Force Majeure and the parties shall resume the performance of their respective obligations each to the other with effect from the date so notified.
16. NON-WAIVER
Failure or relaxation on the part of the Purchaser at any time to enforce any Order Condition shall not be construed as a waiver by the Purchaser of such Order Condition.
17. GENERAL CONDITIONS
17.1 Supplier's acknowledgement referring to Purchaser's Order or commencement of work shall be deemed acceptance of the terms of the Order.
17.2 Subject to any amendment in accordance with sub-clause 17.6, these Conditions shall be the entire understanding of the parties and no representation whatsoever whether oral or written shall have any binding effect.
17.3 The headings to Conditions shall not affect their interpretation. If any part of any Conditions shall be held to be unenforceable to any extent the remainder of the Order shall nevertheless remain in full force and effect.
17.4 Where the Supplier provides a Service on the Purchaser's premises the Service shall be performed in accordance with the Purchaser's site rules and regulations which shall be agreed prior to commencement of work.
17.5 Any notice given pursuant to the Order must be in writing and may be sent by hand, or by post or transmitted by telex or facsimile transmission to the address shown on the Order and shall be deemed to have been served on the day when it would be received by the addressee in normal business hours.
17.6 No variation or modification expressed to be an amendment to this Contract shall have any effect unless made in writing and signed by a duly authorised representative of the Purchaser and the Supplier.18. LAW18.1 These conditions shall be governed by and interpreted in accordance with the Laws of England and shall be subject to the jurisdiction of the Courts of England.18.2 Purchaser and Supplier retain all statutory rights not inconsistent herewith.
