BESPOKE BODIES LIMITED

TERMS OF BUSINESS

The Customer's attention is particularly drawn to the provisions of clause 13.


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 2.4.

"Conditions": these terms and conditions as amended from time to time in accordance with clause 16.7.

"Contract": the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions and the Order Form.

"Customer": the person or firm who purchases the Goods and/or Services from the Supplier and whose details are set out in the Order. 

"Customer Vehicle": any cab or vehicle chassis supplied by the Customer.

"Force Majeure Event": has the meaning given to it in clause 15.1. 

"Goods": means:

• where the Contract relates to a Customer Vehicle, the bespoke or custom body, interior, installation or any other additions (“Customisations”) made to the Customer Vehicle; 

• where the Contract relates to a Used Vehicle, all Customisations together with the Used Vehicle itself; 

• where the Contract relates to an OEM Vehicle, means all Customisations but not the OEM Vehicle itself

and in each case any other goods (or any part of them) set out in the Order Form. 

"Goods Specification": any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and 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 Form": the Customer's order for the supply of Goods and/or Services, as set out in the document described as the “Order Form”. 

"OEM Vehicle": a cab or vehicle chassis obtained as new by the Supplier from an original equipment manufacturer.

“Parts”: any parts, items, elements, constituents, or components supplied as part of the Works.

"Supplier": Bespoke Bodies Limited registered in England and Wales with company number 3710070.

"Used Vehicle”: any cab or chassis sourced, ordered, purchased or otherwise supplied by the Supplier other than an OEM Vehicle.

"Vehicle": means a Customer Vehicle, Used Vehicle, or OEM Vehicle as the context requires.

"Warranty": each of the warranties set out in clauses 7.2, 7.3 and 7.5 as the context requires.

"Warranty Period": any of the periods set out in clauses 7.2, 7.3 and 7.5 as the case may be.

"Work": the installation, customisation, or other body work undertaken by the Supplier in respect of a Customer Vehicle, Used Vehicle, or OEM Vehicle as set out in the Work Specification. 

"Work Specification": the description of the Work to be undertaken by the Supplier as provided in writing by the Supplier to the Customer.

1.2 "Construction". In these Conditions, the following rules apply : 

1.2.1 a person includes 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 re-enacted. 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 and e-mails. 


2 BASIS OF CONTRACT

2.1 The Supplier shall produce an Order Form following a request from the Customer and the Customer shall either:

2.1.1 confirm that the details set out in the Order Form are correct, or

2.1.2 advise the Supplier of any changes required.

2.2 The Order Form shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

2.3 Confirmation by the Customer that the details set out in the Order Form are correct shall constitute an offer by the Customer to purchase Goods and/or the Work in accordance with these Conditions. 

2.4 The offer set out in the Order Form shall only be deemed to be accepted when the Supplier issues written acceptance of it at which point and on which date the Contract shall come into existence ("Commencement Date").

2.5 If the Customer requires any changes to be made to the Order Form in accordance with clause 2.1.1 then the Supplier shall either reject such changes or re-issue the Order Form and the provisions of clause 2.1 to this clause 2.5 shall apply to such reissued Order Form (and any further reissued Order Form(s)).

2.6 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. 

2.7 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustration or descriptions of the Goods or the Work issued by the Supplier including, but not limited to, on the Supplier's website or other material are issued or published for the sole purpose of giving an approximate idea of the Work and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.8 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.

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


3 GOODS

3.1 The Goods are described in the 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 reasonable 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, any graphics provided by the Customer for signwriting, or any signwriting produced by the Supplier at the Customer’s request. 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 REGULATORY

4.1 All Work undertaken by the Supplier will either be European Commission or small series approved unless the Supplier otherwise advises, in which circumstances an individual vehicle approval will be required in respect of the Work done.

4.2 The price set out in the Order Form includes a fee in respect of the type approval administration which is required for all Work done to Vehicles but no other fees or charges are included in the price.

4.3 Where the Supplier receives an OEM Vehicle with an incomplete certificate of conformity, this may impact on the Work to be performed in which circumstances the OEM Vehicle's approval status shall be the responsibility of the Customer and the original equipment manufacturer to obtain.  Failure to submit the original equipment manufacturer's first stage certificate of conformity may result in delays to complete of the Work and in such circumstances the Supplier shall not be liable for any loss or damage suffered as a result of any such delays to the extent that they are attributable to any failure to submit the original equipment manufacturer's first stage certificate of conformity.

4.4 Where a Customer Vehicle is to be either modified by, or requires work to be performed by, a third party contractor, this must be notified to the Supplier and agreed with it before commencement of the Work as such modification or third party work may impact upon or invalidate the approvals which the Supplier has obtained and may result in the Customer Vehicle requiring individual vehicle approval, in such circumstances additional costs may be incurred and such costs will be passed on to and be the responsibility of the Customer.  Examples of modifications that would fall under this clause include (but are not limited to) changes to the wheelbase, adding or removing axles, fitting cranes, tail-lifts, crew-cab or other specialist equipment.  

4.5 Where a Vehicle is to be painted by a third party the Customer may be required to return the Vehicle to the Supplier for completion of type approval which may incur an additional cost which the Customer shall be responsible for.

4.6 If the body width of the Vehicle is in excess of 2,350mm then in addition to the Work, the Supplier is required by law to install extended mirrors and/or indicator brackets and underrun bar.  Any additional costs in installing these shall be borne by the Customer.

4.7 Following the completion of the Work, all Vehicles must be type approved.  If we do not have a type approval for a particular Vehicle then it must be given individual vehicle approval.  Any delays in the completion of the Work or the date for delivery of the Vehicle as a result of a Supplier having to obtain individual vehicle approval shall not be the responsibility of the Supplier and the Supplier shall have no liability whatsoever to the Customer in respect of any such delays.

4.8 Where the Supplier is to include paintwork and/or signwriting as part of the Work, the Customer must supply the relevant colour code and/or graphics for the paintwork or the sign.  If no code, or an incorrect code, or no graphic, or an incorrect graphic is provided and the Supplier is asked by the Customer to make a colour match or to produce the sign then the Supplier shall do so using reasonable care and skill but the Customer accepts that the Supplier is not a colour matching nor signwriting specialist and shall have no liability to the Customer in the event that the Customer is not satisfied with such colour match or sign.


5 PERFORMANCE OF WORK

5.1 The Supplier shall undertake the Work on behalf of the Customer in accordance with the Work Specification in all material respects.

5.2 The Supplier shall use reasonable endeavours to meet any performance dates for completion of the Work specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for the completion of the Work.

5.3 The Supplier shall have the right to make any changes to the Work to be undertaken which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Work, and the Supplier shall notify the Customer in any such event.

5.4 The Supplier warrants to the Customer that the Work will be undertaken using reasonable care and skill.


6 DELIVERY OF VEHICLE

6.1 The Customer shall collect the Vehicle following Completion of the Works from the Supplier's premises at 39-40 Hardwick Grange, Warrington, Cheshire WA1 4RF or such other location as may be advised by the Supplier before delivery ("Delivery Location") within three Business Days of the Supplier notifying the Customer that the Goods are ready. 

6.2 The Supplier will supply an original Certificate of Conformity on delivery of the Goods or any other method required by law.  Should a duplicate be required at any time and for any reason then the Supplier shall charge a processing fee per duplicate requested at its then current rate.

6.3 Delivery of the Vehicle shall be completed when the person collecting the Vehicle begins to drive the Vehicle after collection. For the purposes of this clause, the person collecting the Vehicle may (depending on the circumstances) be any of the Customer, their appointed representative, a delivery company acting on the Customer’s behalf, or the relevant chassis dealership.

6.4 Any dates quoted for Completion of the Works and/or delivery of the Vehicle are approximate only, and the time of delivery is not of the essence. 

6.5 If the Supplier fails to complete the Works and/or deliver the Vehicle at all, 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 Work. 

6.6 The Supplier shall have no liability for any failure to complete the Work or deliver the Vehicle to the extent that such failure is caused by: 

6.6.1 a Force Majeure Event; 

6.6.2 a failure by any of the Supplier's suppliers or sub contractors to provide goods or services on time; or

6.6.3 the Customer's failure to provide the Supplier with any relevant instructions related to the supply of the Vehicle.

6.7 If the Customer fails to accept or take delivery of the Vehicle within three Business Days of the Supplier notifying the Customer that the Vehicle is 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 Vehicle or the Work to be undertaken:

6.7.1 delivery of the Vehicle shall be deemed to have been completed at 9.00 am on the fourth Business Day following the day on which the Supplier notified the Customer that the Vehicle was ready; and

6.7.2 the Supplier shall store the Vehicle until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

6.8 If 30 Business Days after the Supplier notified the Customer that the Vehicle was ready for delivery the Customer has not taken delivery of it, the Supplier may resell or otherwise dispose of part or all of the Vehicle and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Vehicle or charge the Customer for any shortfall below the price of the Vehicle.


7 WARRANTY

7.1 The Supplier makes no warranty in respect of any Parts used in Supplying the Work but shall pass on to the Customer the benefit of any manufacturer warranty provided in respect of the same.  

7.2 In respect of Customer Vehicles only, the Supplier warrants that on delivery, and for a period of 24 months from the date of delivery ("Warranty Period"), the Work undertaken in respect of each Customer Vehicle shall:

7.2.1 conform in all material respects with their description and any applicable Work Specification;

7.2.2 be free from material defects in design, material and workmanship; 

7.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

7.2.4 be fit for any purpose held out by the Supplier.

7.3 In respect of any Used Vehicles, the Supplier makes no warranty whatsoever in respect of the Used Vehicle itself but the Supplier warrants that on delivery, any for a period of 24 months from the date of delivery ("Warranty Period"), the Work undertaken in respect of each Used Vehicle shall:

7.3.1 conform in all material respects with their description and any applicable Works Specification;

7.3.2 be free from material defects in design, material and workmanship; 

7.3.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

7.3.4 be fit for any purpose held out by the Supplier.

7.4 All Used Vehicles shall be provided with an MoT certificate valid for 12 months from the delivery date and road tax for six months from the date of delivery.

7.5 In respect of any OEM Vehicles, the Supplier makes no warranty whatsoever in respect of the OEM Vehicle itself but will pass on to the Customer the benefit of any warranty given by the original equipment manufacturer and the Supplier warrants that on delivery, and for a period of 24 months from the date of delivery ("Warranty Period"), the Work undertaken in respect of the OEM Used Vehicle shall:

7.5.1 conform in all material respects with their description and any applicable Works Specification;

7.5.2 be free from material defects in design, material and workmanship; 

7.5.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

7.5.4 be fit for any purpose held out by the Supplier.

7.6 Subject to clause 7.7, if:

7.6.1 the Customer gives notice in writing during any Warranty Period within a reasonable time of discovery that some or all of the Work does do not comply with the Warranty;

7.5.2 the Supplier is given a reasonable opportunity of examining the relevant Vehicle; and

7.5.3 the Customer (if asked to do so by the Supplier) returns such Vehicle to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or remedy the defective Work, or refund the price of the defective Work in full less a reasonable amount in respect of fair wear and tear. 

7.7 The Supplier shall not be liable for any failure to comply with the warranty in clauses 7.2, 7.3 and 7.5 if: 

7.7.1 the Customer makes any further use of the Vehicle after giving a notice in accordance with clause 7.6;

7.7.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the use or maintenance of the Vehicle or (if there are none) good trade practice;

7.7.3 the defect arises as a result of the Supplier following any drawing, design or Goods Specification or Work Specification supplied by the Customer;

7.7.4 the Customer alters or repairs the Works without the written consent of the Supplier;

7.7.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

7.7.6 the Works differ from the Goods Specification or the Works Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

7.8 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of any failure to comply with the relevant Warranty.

7.9 The terms of these Conditions shall apply to any repaired or remedied Works until the end of the Warranty Period applicable to the Vehicle originally supplied.


8 TITLE AND RISK

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

8.2 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 and/or the Work and any other goods or Work 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.

8.3 Title to any Customer Vehicle shall at all times remain with the Customer but the Supplier shall have a lien over such Customer Vehicle until the Supplier receives payment in full (in cash or cleared funds) for the Goods and the Work and any other goods that the Supplier has supplied to the Customer or work that the Supplier has performed for the Customer in respect of which payment has become due.


9 CUSTOMER'S OBLIGATIONS 

9.1 The Customer shall:

9.1.1 ensure that the terms set out in the Order Form and (if submitted by the Customer) the Goods Specification are complete and accurate;

9.1.2 co-operate with the Supplier in all matters relating to the Work;

9.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer Vehicle as reasonably required by the Supplier to undertake the Work;

9.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require to undertake the Work, and ensure that such information is accurate in all material respects;  

9.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Work before the date on which the Work is to be commenced.

9.2 If the Supplier's performance of any of its obligations in respect of the Work is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):

9.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend the Work 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;

9.2.2 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 9.2; and

9.2.3 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.


10 CHARGES AND PAYMENT

10.1 The price for Goods and/or the Work shall be the price set out in the Order Form or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price is exclusive of all costs and charges of packaging, insurance and transport (if any), which shall be paid by the Customer when it pays for the Goods.

10.2 The price set out in the Order Form shall be given on the assumption that all information provided by the Customer in respect of any Customer Vehicle is complete and accurate.  If any such information is inaccurate, or if any relevant information affecting the scope of the Work has not been provided (whether or not the Customer was aware of it or its relevance) and such information necessitates additional Work then the Supplier shall be entitled to charge an additional amount to reflect the cost of any such additional Work.

10.3 The Supplier reserves the right to: 

10.3.1 increase the price of the Goods or the Work, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or undertaking the Work to the Supplier that is due to:

10.3.1.1 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);

10.3.1.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, the Goods Specification or the Work to be undertaken, or the Work Specification; or

10.3.1.3 any delay caused by any instructions of the Customer in respect of the Goods or the Work or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods or the Work.

10.4 The Supplier shall invoice the Customer:

10.4.1 for 20% of the price on formation of the Contract; and

10.4.2 the balance on or before delivery of the Vehicle following Completion of the Work.

10.5 The Customer shall pay each invoice submitted by the Supplier in full and in cleared funds to a bank account nominated in writing by the Supplier and no later than the earlier of:

10.5.1 30 days of the date of the invoice; and

10.5.2 the date for delivery of the Vehicle following completion of the Work;

time for payment shall be of the essence of the Contract.

10.6 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.

10.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting any other rights of the Supplier (whether set out in the Contract or otherwise), the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England'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.

10.8 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.


11 INTELLECTUAL PROPERTY RIGHTS 

11.1 All Intellectual Property Rights in or arising out of or in connection with the Work shall be owned by the Supplier. 

11.2 All Intellectual Property Rights in any drawings, diagrams, specifications, methods, processes or similar items created by the Supplier in connection with the Work or any proposed or future Work shall be owned by the Supplier.

11.3 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Work, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.


12 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 12 shall survive termination of the Contract.


13 LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

13.1.2 fraud or fraudulent misrepresentation;

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

13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

13.1.5 defective products under the Consumer Protection Act 1987.

13.2 Subject to clause 13.1 and notwithstanding anything else in these Conditions:

13.2.1 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

13.2.2 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 amount of the price for the Goods and/or Work actually received by the Supplier.

13.3 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. 

13.4 This clause 13 shall survive termination of the Contract.


14 TERMINATION

14.1 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: 

14.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

14.1.2 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; 

14.1.3 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;

14.1.4 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;

14.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 

14.1.6 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;

14.1.7 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); 

14.1.8 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;

14.1.9 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;

14.1.10 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 14.1.2 to clause 14.1.9 (inclusive);

14.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

14.1.12 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

14.1.13 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.

14.2 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.

14.3 Without limiting its other rights or remedies, 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 this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.13, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14.4 On termination of the Contract for any reason:  

14.4.1 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 yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.4.2 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

14.4.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.


15 FORCE MAJEURE

15.1 For the purposes of this Contract, "Force Majeure Event" means 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.

15.2 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.

15.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than three months, 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.


16 GENERAL

16.1 Assignment and other dealings.

16.1.1 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 (other than insofar as this would or might cause any type approval to be or become invalid).

16.1.2 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.

16.2 Notices.

16.2.1 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, or e-mail. 

16.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); 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 e-mail, one Business Day after transmission. 

16.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

16.3 Severance.

16.3.1 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 part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16.3.2 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.

16.4 Waiver. A 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. 

16.5 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.

16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

16.7 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.

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

16.9 Jurisdiction Each party irrevocably agrees that the courts of England 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 non-contractual disputes or claims).