MATFORD ARABLE SYSTEMS LTD TERMS OF BUSINESS

1        Interpretation

1.1          In these Conditions:

• ‘COMPANY’ means Matford Arable Systems Limited company number 02615346 whose registered office is at Stile Farm, Starcross, Devon, EX6 8PD;
• ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document;
• ‘CONTRACT’ means the contract for the purchase and sale of the Goods or supply of the Services (as the case may be) between the Company and the Customer and shall include these Conditions;
• ‘CUSTOMER’ means the person who purchases any Goods or Services from the Company pursuant to these Conditions;
• ‘GOODS’ means the goods (including any instalment of the Goods or any parts for them) which the Company is to supply in accordance with the Contract;
• ‘SERVICES’ means the advisory and consultancy services provided by the Company to the Customer;
• “VAT” means value added tax or any replacement or supplemental tax or duty; and
• ‘WRITING’ includes e-mail and facsimile transmission; and “Written” shall be construed accordingly.

1.2          Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3          Any reference in these Conditions to a person includes an individual, body corporate, partnership, firm, unincorporated association, trust, government body or other body of persons (whether or not having separate legal personality) and includes that person’s successors in title, legal personal representatives, estates and lawful assignees.

1.4          The headings in these Conditions are for convenience only and shall not affect their interpretation.

2          Basis of the Sale

2.1          Unless otherwise agreed in Writing between the Company and the Customer, Goods sold and Services provided by the Company to the Customer shall be sold and provided subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions (including, without limitation, any other terms appearing in the Company’s catalogues, brochures, quotations or elsewhere or any terms or conditions which the Customer may purport to apply or stipulate under any purchase order, order confirmation or similar document or in any negotiations or course of dealing established between the Company and the Customer, or any implied trade, custom or practice). Any quotation accepted or purported to be accepted, and any order made or purported to be made, by the Customer shall in each case be subject to these Conditions.

2.2          No variation to these Conditions (including any special terms) shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company. The Company’s execution of any of the Customer’s documentation shall not imply any variation to these Conditions.

2.3          These Conditions (and any documents referred to herein) set out the entire agreement between the Company and the Customer in relation to the Goods and Services and supersede any previous agreements between them relating thereto. The Company’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in Writing. In entering into the Contract, the Customer acknowledges that it has not relied on, and waives any claim for breach of, any such representations which are not so confirmed or any other representation, warranty, agreement or statement not set out in these Conditions, that (in the absence of fraud) it will not have any right or remedy arising out of any such representation, warranty, agreement or statement and that its only remedy for breach of these Conditions is for breach of contract under the terms of these Conditions.

2.4          Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.5          The Customer warrants to the Company that it is entering into the Contract as principal and not as agent on behalf of any person, firm or company.

3          Quotations, Orders and Specifications

3.1          Any quotation in respect of Goods or Services shall be given in good faith (but the Company shall not be liable for any errors or omissions therein) and may be withdrawn by the Company at any time before the Company accepts an order in Writing and shall be deemed to have been withdrawn if no such order is received by the Company within 30 days from its date.

3.2          Orders for Goods or Services shall be deemed to be an offer by the Customer to purchase the Goods and/or Services pursuant and subject to these Conditions. If required by the Company, each order shall be accompanied by payment in full of a deposit. No order submitted by the Customer shall be deemed to have been accepted by, or binding upon, the Company unless and until confirmed in Writing by the Company’s authorised representative.  No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall forfeit the deposit in all circumstances and indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, expenses, claims or actions incurred or suffered by the Company as a result of cancellation.

3.3          The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Goods and/or Services within sufficient time to enable the Company to perform the Contract in accordance with its terms.

3.4          The quantity, quality and description of, and any specification for, the Goods or Services shall be those set out in the Customer’s order (if accepted by the Company) or as otherwise agreed in Writing between the parties. Any description or illustration contained in the Company’s catalogues, brochures, leaflets, price lists, advertisements and promotional materials or otherwise communicated to the Customer are given in good faith but are intended merely to present a general idea of the Goods or Services described therein, and nothing contained in any of the foregoing shall form any part of the Contract and the Company shall not be liable for any failure of any Goods or Services to comply with the same. The Company shall be entitled to amend any such information from time to time without giving rise to any liability to the Customer. Notwithstanding that a sample of the Goods has been demonstrated to, and inspected by, the Customer, it is hereby agreed that any such sample was so demonstrated and inspected solely to enable the Customer to judge for himself the quality of the bulk and not so as to constitute a sale by sample.

3.5          The Company reserves the right to make any changes in the description or specification of the Goods or Services to be supplied which are required to conform with any applicable statutory or other legal (including European Union) requirements or, where the Goods or Services are to be supplied to the Company’s specification, which do not materially affect their quality or performance.

3.6

3.7          The Customer shall supply sufficient information to enable the Company to proceed with the execution of the Contract. The Company shall not be liable for any loss or damage (however caused) to any documents, drawings, designs, specifications or other materials, data or information provided by the Customer. The Customer warrants that any such material will not infringe or be likely to infringe the copyright or other intellectual property rights of a third party and will indemnify the Company  against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Company) arising from any such infringement.

3.8          For the avoidance of doubt, any reports, documents, design material, descriptions, technical data, drawings, dimensions, illustrations, particulars of performance, specifications, videotapes, photographs, films, statements, information and all other data which the Company provides to the Customer in connection with the Contract (and the copyright in them) remain the Company’s property and confidential and the Customer agrees that it will not disclose any of the same to third parties (whether directly or indirectly) without the Company’s prior Written consent.

4          Price

4.1          Subject to clause 4.3 the Price of the Goods shall be the Company’s quoted Price or, where no Price has been quoted (or a quoted Price is no longer valid), the Price ascertained in accordance with the Company’s pricing policies current at the date of the acceptance of the order. All Prices quoted are valid for 30 days only, after which time (if not previously ordered by the Customer and such order is accepted by the Company), they may be altered by the Company without giving notice to the Customer.

4.2          Where the Contract is for or includes the provision of Services, the Customer shall pay the charge agreed with and notified in Writing by the Company before formation of the Contract provided that if no basis of charging has been agreed for the Services, the Customer shall pay a charge ascertained according to the Company’s then current pricing policies provided to the Customer prior to the order being accepted in Writing by the Company.

4.3          The Company reserves the right (by giving notice to the Customer at any time before delivery), to increase the Price of the Goods or charge for the Services previously accepted by the Customer to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties or significant increase in the costs of labour, materials or other costs of supply) or to any change in delivery or supply dates, quantities or specifications for the Goods or Services requested by the Customer, or to any delay caused by any instructions of the Customer or any failure of the Customer to give the Company adequate information or instructions or which is caused by any breach, default, delay or variation by the Customer of its obligations under the Contract or these Conditions.

4.4          The Price of the Goods shall, unless otherwise specified in Writing by the Company, include any packaging and/or insurance costs payable in respect of the Goods; and, subject to the Company’s agreement in writing, may include any carriage, delivery, spreading and/or installation costs payable in respect of the Goods. The Price of the Goods and charge for the Services shall be exclusive of any applicable VAT (which shall be due at the rate applicable on the date of the Company’s invoice and which the Customer shall be additionally liable to pay to the Company).

5          Payment

5.1          Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled:-

5.1.1       to invoice the Customer for the Price of the Goods on or at any time after delivery unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the Price at any time after the Company has notified the Customer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods; and

5.1.2       at any time during or after the month in question, to invoice the Customer for the charge for the Services provided during the course of that month.

Any such invoice shall take account of any deposit previously paid.

5.2          Subject as provided in clauses 5.4 and 9, the Customer shall pay the Price of the Goods and/or the charge for the Services, as the case may be (together with any VAT thereon or any other applicable charges in full, less any deposit previously paid but without further deduction, withholding or set off):-

5.2.1       within 30 days of the date of the Company’s invoice in accordance with clause 5.1 (notwithstanding that delivery of the Goods may not have taken place and the property in any Goods has not passed to the Customer); or

5.2.2       if the Company has not issued an invoice under clause 5.1, within 30 days after the end of the month in which the Goods are delivered or the Services are supplied (or are properly tendered for delivery or supply); or

5.2.3       if the Goods or Services continue to be supplied, within 30 days after the end of each month in which they are supplied,  (in each case, “the Due Date”). The time for payment of the Price or charge for the Services shall be of the essence of the Contract. A receipt for payment will be issued by the Company only if so requested by the Customer.

5.3          If the Customer fails to make any payment on the Due Date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

5.3.1       treat such failure as a repudiation of the whole Contract, retain any deposit paid by or for the benefit of the Customer, and recover damages for such breach; or suspend any further deliveries of the Goods or further performance of the Services to the Customer;

5.3.2       appropriate any payment made by the Customer to such of the Company’s invoices to the Customer under this or any other Contract between the Customer and the Company as the Company may think fit (notwithstanding any purported appropriation by the Customer);

5.3.3       charge the Customer interest (both before and after any judgment) from the day after the Due Date until payment is made in full on all amounts unpaid, at the rate of 4 per cent per annum above the base rate from time to time of Lloyds Bank plc (or its successor)(such interest to be calculated daily and to be compounded on a monthly basis); and/or

5.3.4       require immediate payment of all outstanding invoices (whether or not due for payment).

5.4          In the event that the Customer breaches any of these Conditions, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable. For the avoidance of doubt, any deposit paid under clause 3.2 shall not be refunded to the Customer under any circumstances unless otherwise agreed by the Company in Writing.

5.5          In addition to any lien to which it may be or become entitled by law, the Company shall be entitled to a general lien on all Goods and other property of the Customer in the Company’s possession (even if such Goods or other property or some of them may have been paid for) for all sums (whether liquidated, quantified or not), due from the Customer to the Company. If such sums remain due and owing to the Company fourteen (14) days after the Company has notified the Customer of the proposed exercise of such lien, the Company shall be entitled to put any Goods over which it has a lien into a saleable state and to sell the whole or any part of such Goods or other property on such terms as the Company sees fit, to discharge such sums and the expenses of such sale and shall pay the balance of such proceeds (if any) to the Customer. The Company shall not be liable for any loss of or damage to any such property of the Customer in the Company’s possession, whether as a result of the exercise by the Company of its lien or otherwise.

6          Delivery of Goods

6.1          The Company will deliver Goods to the Customer (or its agent or carrier) at such place in the United Kingdom as the Customer may reasonably specify in their order.

6.2          Any dates quoted for delivery of the Goods are approximate only and (except as expressly provided in these Conditions) the Company shall not be liable for non-delivery or any delay in delivery of the Goods however caused or for any loss (consequential or otherwise) arising therefrom. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in Writing. The Company shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed.

6.3         Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and the Company shall be entitled to invoice each instalment separately and the Customer shall pay such invoices in accordance with clause 5. Any failure by the Customer to pay any sum as and when it becomes due shall entitle the Company to suspend all further deliveries until such failure has been made good, retain any Deposit paid by or for the benefit of the Customer and/or cancel the Contract to the extent that Goods remain to be delivered thereunder. Any failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.4          If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control (as specified in clause 8.10) or the Customer’s fault, and if the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the Price of the Goods. If the Company is prevented from delivering any part of the Goods by reason of any cause specified in clause 8.10, the Company shall deliver, and the Customer shall take and pay for, such part of the Goods as the Company shall be able to deliver in accordance with the Contract.

6.5          Where delivery of the Goods is to be made in bulk, any delivery which is up to 10 per cent more or 10 per cent less than the quantity ordered shall be taken to be the quantity ordered and the Price shall be adjusted accordingly.

6.6          The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery by the Company. If the Customer fails to take delivery of the Goods or fails to give adequate delivery instructions when the Company has notified the Customer that they are ready for delivery then, without prejudice to any of the Company’s other rights or remedies, the Goods shall be regarded as having been delivered and payment therefor shall become due in accordance with clause 5 as if the Goods were delivered on the date when the Company gave such notification; the Company may invoice the Customer and, as agent for the Customer but without surrendering its lien as an unpaid seller, arrange for the Goods to be stored until actual delivery and charge the Customer for all costs (including insurance, storage and transport) arising therefrom.  The Company may, after 30 days, sell the Goods at the best price readily obtainable and (after deducting reasonable insurance, storage, transport and selling expenses) account for the excess over the Price to the Customer or charge the Customer the amount of any shortfall.

6.7          Notwithstanding any other provision in these Conditions, the Company shall be entitled to withhold delivery of Goods (or any instalment of Goods) or the provision of any Services until all sums due to the Company from the Customer (or, where the Customer is a company, from any company which is the Customer’s subsidiary or holding company or a subsidiary of such holding company) on any account other than in respect of the Goods (or instalment of Goods) or Services withheld, have been paid in full.

7          Risk and Property in the Goods

7.1          Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods without good cause, at the time when the Company has tendered delivery of the Goods (and delivery for this purpose shall include delivery to the Customer or a dealer, carrier, forwarding agent, warehouseman or other agent of or on behalf of the Customer). The Company shall not be liable for any loss of any kind to the Customer arising from any damage (however caused) to the Goods occurring after the risk has passed to the Customer, nor shall any liability of the Customer to the Company be diminished or extinguished by reason of such loss.

7.2          Notwithstanding delivery and the passing of risk in the Goods to the Customer, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the Price of the Goods (plus VAT and other applicable charges).

7.3          Until such time as the property in the Goods passes to the Customer, the Customer shall:-

7.3.1       hold the Goods as the Company’s fiduciary agent and bailee;

7.3.2       keep the Goods separate from those of the Customer and third parties and properly stored, protected, insured to their full value and identified as the Company’s property;

7.3.3         allow the Company to access the Customer’s premises to verify that the stipulations of clause 7.3.2 have been met;

7.3.4       not pledge or in any way charge (by way of security for any indebtedness or otherwise) any of the Goods (or any documents of title thereto) or allow any lien to arise thereon; and

7.3.5       not process, deal with or dispose of the Goods (or any documents of title thereto) or any interest therein.

Breach of any provision of this clause 7.3 will result in all money owing by the Customer to the Company becoming immediately due and payable (without affecting any of the Company’s other rights or remedies). For the avoidance of doubt, once property in the Goods has passed to the Customer, it shall be entitled to resell or use the Goods in the ordinary course of its business.

7.4          Until such time as the property in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods. The Customer grants the Company an irrevocable licence to enter (with or without vehicles) any of its premises for the purpose of inspecting or repossessing the Goods and shall assist any officer, employee or agent of the Company to effect such inspection or repossession. Demand for or recovery of the Goods (or any documents of title thereto) by the Company shall not discharge either the Customer’s liability to pay for the Goods in full or take delivery of the Goods or the Company’s right to sue for the whole Price of such Goods.

7.5          The Company shall be entitled to maintain an action against the Customer for the Price and any other monies owing by the Customer to the Company notwithstanding that title to any Goods has not passed to the Customer under these Conditions.

7.6          The Company may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Company.

8          Warranties and Liability

8.1          These Conditions set out the Company’s entire liability in respect of the Goods and Services. Subject as expressly provided in this clause 8, all warranties, conditions and other terms relating to fitness for purpose, quality or condition of the Goods or Services or otherwise (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law. Save as provided in these Conditions, the Company shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods or Services or their failure to correspond to the Contract or for any injury, damage or loss resulting from such defects or failure or from any work done in connection therewith.

8.2          Where the Goods are sold or Services provided to a consumer (as defined in section 2(3) of the Consumer Rights Act 2015), the statutory rights of the Customer are not affected by these Conditions. Nothing in these Conditions will operate so as to exclude or restrict the liability of the Company for:

8.2.1   death or personal injury caused by its negligence;

8.2.2   fraud or fraudulent misrepresentation;

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

8.2.4   breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

8.3          Any claim by the Customer for non- or incorrect delivery (whether or not delivery is refused by the Customer) be notified to the Company in Writing within 7 days after the date of delivery (or, where the incorrect delivery was not apparent on reasonable inspection but appears after proper use of the Goods within a period of three months after the Goods were delivered, within 7 days after discovery of the incorrect delivery) and shall return the Goods to the Company’s premises at the Customer’s cost. If the Goods are rejected upon delivery, then the Customer shall have no further rights whatsoever in respect of such Goods or any failure or breach of the Company in relation thereto. If delivery is not refused and the Customer does not notify the Company of any such claim as aforesaid, the Goods shall be conclusively presumed to be in all respects in accordance with the Contract, the Company shall have no further liability for such defect or failure or in respect of such Goods and the Customer shall be deemed to have accepted the Goods accordingly, shall not be entitled to reject the Goods and shall be bound to pay the Price (plus VAT and other applicable charges) as if the Goods had been delivered in accordance with the Contract.

8.4          The Customer shall not be entitled to bring a claim in respect of the Goods:-

8.4.1       if there has been a failure to use, mix, apply, store, install, operate or maintain the Goods in accordance with the Company’s instructions (whether oral or in Writing) or where the Goods have been used other than for their intended purpose (as notified by the Company to the Customer) or where the Goods have been modified or repaired without the Company’s approval;

8.4.2       to the extent that such a claim arises from fair wear and tear, from subjection to abnormal working conditions, or from wilful damage, negligence or any other act or omission such as attempted repair without the Company’s prior Written consent on the part of the Customer, its employees or agents or any third party;

8.4.3       if the Customer has not paid the Price of the Goods in full on the Due Date;

8.4.4       the Goods were not installed by a suitably qualified professional;

8.4.5       the Customer cannot provide proof of purchase;

8.4.6       the Goods have been sold or transferred in any way; or

8.4.7       the Goods differ from their description as a result of changes made to ensure they comply with any applicable statutory or regulatory standards.

8.5          In respect of any Goods, parts, materials or components not manufactured by the Company, the Customer shall only be entitled to the benefit of any guarantee or warranty to which the Company is itself entitled from the manufacturer or supplier thereof and the Company assumes no responsibility or liability in respect thereof. The Company will use its reasonable endeavours to support the Customer’s claim against any such manufacturer or supplier but shall not be required to incur any costs or expenses in relation thereto. Any defective parts replaced will become the Company’s property. Where Goods are used in conjunction with goods, plant, equipment or assets provided by the Customer or any third party, the Company accepts no liability for the condition of such other goods, plant, equipment or assets, for any damage suffered by or failure of such goods, plant, equipment or assets caused by the Goods nor for any damage suffered by or failure of the Goods caused by such goods, plant, equipment or assets.

8.6          The Company shall not be liable to the Customer in respect of the Goods or Services for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.

8.7          Where the Customer does establish, to the Company’s reasonable satisfaction, a valid claim to the effect that any Goods or Services do not accord with the Contract, the Company shall be entitled either to repair or replace the Goods (or the part in question) or re-perform the Services to the extent necessary to make good any defect free of charge or, at the Company’s sole discretion, grant credit for or refund to the Customer the Price of the Goods or charge for the Services (or a proportionate part thereof), but the Company shall have no further liability to the Customer. This is the Customer’s sole remedy in respect of the Goods or Services.

8.8          Except as provided in clause 8.2, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), advice, warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence, breach of contract, tort or breach of statutory duty of the Company, its employees or agents or otherwise) which arise out of or in connection with the Contract, the supply of the Goods or their use or resale by the Customer, or out of or in connection with the provision of the Services. Except as provided in clause 8.2, the entire liability of the Company in contract, tort, negligence, breach of statutory duty or otherwise arising under or in connection with the Goods, Services or Contract shall not in any circumstances exceed the  amount paid for the Goods and/or the Services as the case may be.

8.9          If at the request of the Customer or otherwise, the Company or its employees or agents provides advice, instruction and/or recommendation (whether Written or oral) as to the Goods, the Services and/or their application or use (including, without limitation, recommending the services of an independent contractor to undertake any work on the Customer’s behalf), any such advice, instruction or recommendation:-

8.9.1       which is not confirmed in Writing by the Company shall be followed or acted upon by the Customer entirely at its own risk, and accordingly the Company shall not be liable for any such advice, instruction or recommendation which is not so confirmed; or

8.9.2       which is so confirmed shall be given in good faith and with reasonable skill and care but no further duty or responsibility shall be accepted by the Company in respect thereof (or, without limitation, for any loss occasioned as a result of the engagement of the contractor). In particular but without limitation, the Customer shall deal with any such independent contractor as principal.

Unless the Customer has requested any such advice, instruction and/or recommendation from the Company, the Customer shall rely on its own knowledge, appraisal and/or testing of Goods or Services and in no circumstances will the Company be deemed to have represented that the Goods or Services are fit for any particular purpose.

8.10        The Company shall not be liable to the Customer for any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods or the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

8.10.1     act of God, explosion, flood, storm, fire or accident;

8.10.2     war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.10.3     acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any court or governmental, parliamentary or local authority;

8.10.4     import or export regulations or embargoes;

8.10.5     strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

8.10.6     difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or

8.10.7     power failure or breakdown in machinery.

8.11        The Customer shall indemnify the Company in respect of all damage, injury or loss incurred or suffered by the Company or any other person or any property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods in the event that such damage, injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer or his employees or agents or by any breach by the Customer of its obligations to the Company under the Contract.

9          Insolvency of Customer

9.1          This clause applies if:

9.1.1       the Customer makes any voluntary arrangement with its creditors or (being an individual) dies; (being an individual or firm) becomes bankrupt or has a receiving order made against him or it; or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2       an encumbrancer takes possession, or a receiver is appointed, or execution is levied against, or walking possession is taken, of any of the property or assets of the Customer; or

9.1.3       the Customer ceases, or threatens to cease, to carry on business; or

9.1.4       the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

9.2          If clause 9.1 applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract, retain any deposit paid by or for the benefit of the Customer and/or suspend any further deliveries of Goods, or the performance of any further Services, under the Contract without any liability to the Customer, and if the Goods have already been delivered or the Services performed but not paid for, the whole Price or charge in respect thereof shall become immediately due and payable without further demand notwithstanding any previous agreement or arrangement to the contrary.

10        Duration of Contract

10.1        Each Contract for the Services is for the period set out in the Company’s quotation and any right of cancellation will also be set out therein or as otherwise agreed in Writing by the Company..

10.2        The Customer covenants not (directly or indirectly) to solicit or entice away from, or offer employment to, any of the Company’s employees or agents during, and for a period of one year after the completion of, the Contract.

11        General

11.1        Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice must be given by hand or sent by first class (airmail if overseas) recorded delivery post.  Notices may be faxed or sent by electronic mail provided they are also sent in accordance with this clause 11.1.

11.2        No failure or delay by the Company in exercising its rights under the Contract shall be deemed to be a waiver of any such right; and no waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.3        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.

11.4        The Customer shall not assign the Contract without the Company’s prior Written consent but the Company may assign or sub-contract all or any of its rights or obligations under the Contract and these Conditions.

11.5        A person who is not a party to these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Conditions and the parties do not intend that any third party rights are created by these Conditions.

11.6        The Contract shall be governed by, and interpreted in accordance with, the laws of England and (subject to clause 11.5), the Customer agrees to submit to the exclusive jurisdiction of the English courts.