ML ACCESSORIES — GENERAL TERMS & CONDITIONS OF SALE
The terms on this webpage set out the legal contract that applies when you purchase Goods from the Website.
We’ve worked hard to make these terms easy to understand and avoid legal jargon. Please read them carefully because they are legally binding.
What definitions apply to this Contract?
- Brand Guidelines
- means the Seller's brand guidelines for marketing the Goods as updated from time to time, which are incorporated into the Contract by reference and are available from the Seller on request;
- shall mean you, as the purchaser of the Goods;
- the Seller’s catalogue, available at the Website, detailing the Goods;
- shall mean these terms and conditions, which shall constitute the contract between the Buyer and the Seller for the sale and supply of Goods;
- shall have the meaning set forth in clause 4.1;
- Delivery Costs
- mean any costs related to the Delivery of the Goods charged by the Seller in accordance with clause 3.3.1. Such costs, if applicable, shall be confirmed upon acceptance of the Order;
- Delivery Date
- shall mean the time or date for Delivery stated by the Seller;
- shall mean the goods subject to the Contract;
- Force Majeure Event
- means an event or circumstance beyond a party's reasonable control including but not limited to: fire, flood, strike or other labour disturbances, any war, terrorist attack, revolution, government act or embargo, epidemic or pandemic, inability to obtain raw materials and component supplies through normal channels at normal prices, or transportation or revocation of export and/or import licences;
- Intellectual Property Rights
- means any patents, copyrights, moral rights, trade marks (including the Marks), business names, domain names, designs, software rights, or confidential information that the Seller owns and or which are licensed to the Seller, including any other intellectual property rights (registered or not registered) that the Seller holds now or will hold in the future;
- means the trade mark registrations and applications owned by or made by the Seller as listed in the Schedule, and any further trade marks that the Seller may, by express notice in writing, permit or procure permission for, the Buyer to use in respect of the Goods;
- shall mean an order submitted by the Buyer to the Seller which the Seller has accepted;
- shall mean the price for the Goods notified by the Seller to the Buyer on the Website or otherwise in writing;
- shall mean ML Accessories Limited, a company incorporated in England and Wales with company registration number 03500339 and registered office address of Unit E Chiltern Park, Boscombe Road, Dunstable, Bedfordshire, England, LU5 4LT, and includes any associated or subsidiary company thereof or any duly authorised agent; and
- shall mean www.mlaccessories.co.uk.
How do I place an order?
- All enquiries, applications for quotations and Orders connected with the Goods should be made directly to the Seller using the Contact page. When ordering, the prospective Buyer should indicate the Goods' Catalogue number, the quantity required and a brief description as it appears in the Catalogue.
- Any quotations given by the Seller shall not in any way constitute an offer to contract on this Contract or any other terms. A quotation shall only be valid for a period of 28 days from its date of issue.
- The Seller’s acknowledgement of the Buyer’s Order in writing shall constitute the Seller’s agreement to sell and supply the Goods therein stated on the terms of this Contract.
- Each Order shall be treated as a separate Contract. If there is any question, dispute or difficulty concerning one Order, the terms agreed to resolve such dispute shall not affect in any way the performance of any other Order.
- The Buyer shall be solely responsible to the Seller for ensuring the accuracy of the terms of any Order submitted by the Buyer, and for providing the Seller with any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract.
How is the Price of the Goods determined?
The Price will:
- in the absence of manifest error or omission and subject to this Contract, be final;
- be confirmed by the Seller in the Order confirmation. The Price will be based on the prices listed on the Website at the time the Order is placed. While the Seller will endeavour to ensure that all prices on the Website are accurate, it will be under no obligation to honour any price if there is any difference due to typographical or other errors resulting in a difference from the actual price. If the Seller discovers an error in the Prices, it will inform the Buyer. The Buyer will have the option of reconfirming its Order at the correct price or cancelling it.
- Notwithstanding clause 3.1, the Seller reserves the right, at its absolute discretion, including but not limited to reasons of market forces, to adjust the Price if the Seller suffers an increase in the cost to it of supplying the Goods, howsoever caused. The Seller will use its reasonable endeavours to minimise any such adjustment and shall notify the Buyer of any adjustment as soon as reasonably practicable.
The Prices are exclusive of:
- Delivery Costs (which unless the Seller determines otherwise are £15 for orders less than £150, and free for orders over £150); and
- VAT and any other tax or duty which must be added to the total price payable. VAT will be charged at the rate applicable at the time the Order is accepted.
- The Price, VAT and Delivery costs (if any) shall be paid in accordance with the method of payment stipulated by the Seller and the time of payment shall be of the essence of the Contract.
- It is the Buyer's sole responsibility to ensure that the payment is made to the account notified by the Seller to the Buyer at the time the order is made, as may be stated on the Statement or Invoice provided by the Seller to the Buyer. The Seller does not take any responsibility for payments made by the Buyer to an account that does not belong to the Seller, including but not limited to payments brought about by any fraudulent third party act. If the Buyer receives any communication from a party claiming to be the Seller requesting for the payment to be made to an account not provided at the time the order is made, it is the Buyer's responsibility to contact the Seller directly to confirm the correct account details before making any such payment.
For the purpose of this clause 3.
On “Account” shall mean that:
- (a) the Buyer shall be invoiced for the Price of the Goods delivered in any calendar month and any other sum from time to time due and owing by the Buyer to the Seller under this Contract in the form of a statement (the “Statement”) made up to the end of the said calendar month (the “Statement Month”); and
- (b) the Buyer shall pay the total amount specified in the Statement prior to close of business on the last day of the month during the Statement Month.
On “Invoice” shall mean that:
- (a) the Seller shall invoice the Buyer for the Price of the Goods and any other sums from time to time due and owing by the Buyer to the Seller under this Contract; and
- (b) the total amount specified in the Invoice shall be paid prior to the date specified for payment in the Invoice which, unless otherwise stated in the Order acknowledgment, shall be deemed payable prior to close of business on the last day of the month following the invoice date.
- Where payment for the Goods is on Invoice or on Account, the Buyer shall pay the Price and any other costs as set out at clause 3.5, notwithstanding that the Goods are being delivered by instalments and that any Goods remain undelivered.
- Without prejudice to any other rights, the Seller reserves the right to suspend or cancel (or first suspend then cancel) further deliveries under any Contract with the Buyer, should the Price or any part thereof not be paid by the relevant payment date(s).
- The Seller reserves the right to treat any of its new or existing Buyers as a “Proforma Account” holder, whereby the total invoice for the Goods will be required to be paid in cleared funds with the Seller prior to the release or delivery of the Goods.
- If payment is made by cheque, the Goods will not be released or delivered until the cheque has cleared to the Seller’s bank account. For the avoidance of doubt, no payment shall be deemed to have been received until the Seller has received cleared funds.
- Credit will only be given in the form of credit notes which can be used against further purchases from the Seller and is not transferable.
- The Buyer shall make all payments due under the Contract without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- cancel the Contract or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller), as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
- charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above the base lending rate from time to time of Barclays Bank PLC accruing on a daily basis from the due date for payment until payment in full from the Buyer;
- recover from the Buyer the price of any Goods delivered to the Buyer notwithstanding that the payment for such Goods has not yet fallen due; and/or
- reduce the Buyer’s credit limit or remove credit facilities completely.
- All costs, charges and expenses incurred by the Seller in recovering any debt due by the Buyer shall he paid by the Buyer.
How and when will the Goods be delivered?
The expression “Delivery” as used in this Contract shall be deemed to take place when:
- the Seller or any other person acting upon the Buyer’s instructions leaves the Goods at the Buyer’s address (as stated in the Order or otherwise agreed to by the Seller in writing); and
- the Buyer, or a person in the Buyer’s employ or any other person acting upon the Buyer’s instructions including such other person as shall be agreed with the Buyer (who for the purposes of this clause 4 and clause 7, shall be referred to as the “Buyer’s Nominee”) signs the Seller’s standard form of acknowledgement of Delivery, which shall be conclusive evidence of such Delivery.
- Whilst reasonable efforts shall be made to ensure prompt Delivery, the Delivery Date is an estimate only and the Seller accepts no liability whatsoever for late Delivery. The time for Delivery shall not be of the essence and any failure to adhere to the Delivery Date shall not entitle the Buyer or Buyer’s Nominee to claim damages or to rescind or cancel the Contract. The Goods may be delivered in advance of the Delivery Date at the Seller’s discretion, upon giving reasonable notice to the Buyer.
- If the Buyer or the Buyer’s Nominee does not receive the Goods on the stated Delivery Date, then the Buyer shall notify the Seller in writing of such non-receipt within seven calendar days of the stated Delivery Date. Should the Buyer fail to notify the Seller within seven calendar days of the Delivery Date, the Seller shall not be liable for the non-Delivery of the Goods and the Buyer shall be liable and shall indemnify the Seller for any loss or damage that the Seller may suffer as a consequence of the Seller’s resultant omission to notify the carriers of the non-arrival of the Goods.
- The method of Delivery shall be at the Seller’s absolute discretion.
- The Buyer or the Buyer’s Nominee shall accept part deliveries unless specifically agreed with the Seller in writing.
If the Buyer or the Buyer’s Nominee refuses to accept Delivery for any reason whatsoever, then the Buyer shall nevertheless pay the Seller:
- the Price and any Delivery Costs (if any); and
- any additional expenses incurred by the Seller as a result of such refusal, including but not limited to any amounts payable by the Seller to its agents, employees or sub-contractors.
If the Buyer or the Buyer’s Nominee fails to take Delivery of the Goods or fails to give the Seller adequate Delivery instructions at the time stated for Delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:
- store the Goods until actual Delivery and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
- ten days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
- If the Buyer or the Buyer’s Nominee does not check the Goods on receipt, they must be signed for “Unchecked”.
Am I permitted to re-package or promote the Goods?
- The Buyer shall keep the Goods at all times in the packaging in which they are supplied and the Buyer shall ensure that the markings on such packaging, including the Marks, are not altered, obliterated or obscured in any way. Notwithstanding the foregoing, this provision shall not apply if the Goods are supplied in bulk for repackaging by the Buyer and marked as such, in which case the Seller shall specify the type of packaging to be used and the markings on such packaging in the Brand Guidelines or in writing to the Seller.
The Buyer shall:
- display advertising materials and other signs provided by the Seller;
- observe all directions and instructions given to it by the Seller for promotion and advertisement of the Goods; and
- not make any written statement as to the quality or manufacture of the Goods without the prior written approval of the Seller.
- The Seller grants the Buyer the revocable, non-exclusive and non-transferable right to use the Marks in the UK for the duration of this Contract, or until otherwise revoked in writing by the Seller, for the sole purpose of the Buyer creating their own marketing materials to promote the Goods: in the Buyer's catalogue; on the Buyer's website; in the Buyer's email marketing; and in the Buyer's in-store promotions. No other use of the Marks or of the Intellectual Property Rights of the Seller is permitted or granted and the Buyer shall not hold itself out as being the Seller or an agent of the Seller.
- The Buyer acknowledges and agrees that all rights in the Marks and in the Intellectual Property Rights of the Seller shall remain in the Seller, and that the Buyer has and will acquire no right(s) in them by virtue of the discharge of its obligations under this Contract, except for the right to use the Marks as expressly provided in this Contract.
The Buyer shall:
- market and sell the Goods only under the Marks, and not in association with any other trade mark, brand or trade name;
- not use the Marks as part of the name (including a company name or a domain name) under which the Buyer conducts its business or any connected business, or under which it sells or services any products or in any other way, except as expressly permitted under this Contract or by the Seller in writing;
- shall abide at all times with the Brand Guidelines; and
- shall use the Marks only as presented in the Brand Guidelines and the Schedule, and shall not amend the colour, shape or positioning of the Marks, deface the Marks, stretch the Marks or otherwise alter the Marks except as expressly permitted by the Seller in writing.
The Buyer shall promptly give notice to the Seller in writing if it becomes aware of:
- any infringement or suspected infringement of the Marks or any other Intellectual Property Rights relating to the Goods; or
- any claim that any Goods or the manufacture, use, sale or other disposal of any Goods, whether or not under the Marks, infringes the rights of any third party.
The Buyer shall stop using the Marks:
- within 7 days of written notice by the Seller that the Seller is terminating the licence under clause 5.3; and / or
- immediately on termination of this Contract for any reason.
Will the Goods match the specification?
- While reasonable efforts are made to ensure that any specifications and illustrations contained in or referred to by the Catalogue are accurate at the time of the Catalogue’s publication, Goods supplied may vary in detail from the illustrations, drawings, measurements and descriptions set out in the Catalogue, which are approximate and for guidance only and will not form part of this Contract. Colour finishes will be maintained as accurately as possible but matching cannot be guaranteed. All terminology used in the Catalogue is as understood by general usage in the trade.
- The Seller reserves the right to supply at its absolute discretion, without notice to the Buyer, modified and/or improved versions of any Goods.
- The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
When do risk and title pass?
- Ownership of and title to the Goods shall remain vested in the Seller until the Seller has received payment in full of the Price and all other monies due to the Seller under the Contract notwithstanding Delivery and the passing of risk in the Goods or any other provision of this Contract.
Risk of damage to or loss of the Goods shall pass to the Buyer:
- in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection;
- in the case of Goods delivered otherwise than at the Seller’s premises, at the time of Delivery; or
- if the Buyer or the Buyer’s Nominee fails to take Delivery of the Goods, the time when the Seller has tendered Delivery of the Goods.
Subject to clause 7.5.1, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
- it does so as principal and not as the Seller’s agent; and
- title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
Until payment has been made in full (in cash or cleared funds):
- the Buyer shall keep the Goods insured from the time the Goods are delivered against all risk to their full replacement value, including injury to persons or damage to property;
- the Goods shall be clearly marked as the property of the Seller;
- the Seller or its agents may repossess the Goods;
- title to and ownership of the Goods shall remain with the Seller in accordance with clause 7.1; and
- the Buyer must notify the Seller immediately if it becomes subject to any of the events listed in clauses 15.3.3 to 15.3.5.
If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the events listed in clauses 15.3.3 to 15.3.5, then, without limiting any other right or remedy the Seller may have:
- the Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
the Seller may at any time:
- (a) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
- (b) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
What should I do if there are problems with the Goods?
If any of the Goods are shown to the satisfaction of the Seller, to be defective, and/or not delivered in the quantity ordered at the time of Delivery, the Seller at its option shall:
- in the case of defective goods, either replace the defective Goods or credit the Buyer for the full Price of such goods, notwithstanding the foregoing, any credit shall be at the discretion of the Seller and shall be limited to the cost of the Goods themselves; and
- in the case of Goods not delivered in the quantity ordered, either deliver the remaining balance of the Goods as soon as reasonably practical or require the Buyer to pay for such part of the Goods actually delivered at the price which is equivalent to the Price agreed in the Order.
- The remedies in clause 8.1 shall only be available to the Buyer if the Buyer gives the Seller written notice of the same within seven days of the Delivery Date. If the Seller has not received said notice within seven days of the Delivery Date, the Buyer shall be deemed to have accepted the Goods and clause 8.1 shall be of no effect.
No return of Goods is accepted by the Seller in accordance with clause 8.1 unless the Seller has agreed in writing that the Buyer may return them. The returned Goods shall be accepted into the Seller's premises only if:
- accompanied by an explicitly stated authorisation code as provided by the Seller prior to return of the Goods;
- they are returned in their original packaging to ensure no damage is sustained during transit; and
- any other reasonable procedure required by the Seller and notified to the Buyer is adhered to.
- The Buyer shall be liable for the cost of returning the Goods and for any damage to the Goods prior to receipt by the Seller of such returned Goods.
The remedies set out in clause 8.1 shall not apply to any of the Goods which have been:
- repaired or altered otherwise than by the Seller or its agents or not in accordance with the instructions of the manufacturer of the Goods;
- used to create composite products;
- subjected to any accident or damage; and /or
- improperly stored, maintained or used.
- If a sample of the Goods has been provided by the Seller to the Buyer prior to the placing of an Order, provided that the Goods delivered are equal to the sample the Buyer shall take the Goods at his own risk as to the quality condition or sufficiency for any purpose and with all faults and imperfections.
If at any time the Buyer requests that the Goods or a portion of the Goods be returned to the Seller for any reason other than under clause 8.1.1; such Goods being referred to as “Unwanted Goods”:
- acceptance of the requested return of the Unwanted Goods shall be confirmed in writing by the Seller (at its sole discretion);
- the Buyer shall return the Unwanted Goods at its own cost;
- the Unwanted Goods shall be subject to a handling charge to be confirmed by the Seller at the time of the acceptance (if any) referred to in clause 8.7.1; and
- the Unwanted Goods shall be returned to the Seller in full resalable condition;
- If any of the conditions stated in this clause 8 are not met, the Seller shall be entitled to reject the Unwanted Goods.
What are my responsibilities to subsequent purchasers of the goods?
- On resale of the Goods by the Buyer, the Buyer acknowledges that it will be acting as a seller and will have certain obligations and responsibilities to any subsequent buyers of the Goods that the Buyer is contracting with (the "Subsequent Buyers").
- Where the Buyer is acting as a seller pursuant to clause 9.1, the Buyer shall comply with all applicable statutory and regulatory requirements and responsibilities owed to Subsequent Buyers.
What terms apply to the extended warranty for LED products?
- From time to time the Seller may offer an extended warranty period (as advertised on the Website) for selected LED luminaries and/or components of LED products, subject to the following terms.
- During the extended warranty period, the Seller agrees to repair or replace free of charge either the complete product or any part of the product (excluding glass) that the Seller considers to be defective as a result of a material or manufacturing fault (the "LED Warranty"). The LED Warranty applies to parts and/or replacement only. Labour and other services are not included and are not covered under the LED Warranty. Should a fitting have been superseded or replaced, a suitable or nearest replacement will be offered.
The LED Warranty will not be valid if:
- the LED products have not been used in accordance with their product and application specifications (for example temperature and/or voltage);
- there have been any modifications or changes to the LED products or part thereof;
- the LED products have been previously repaired by a person other than an authorised representative of the Seller; or
- the Buyer has no proof of purchase and/or proof that the original installation the LED product was made by a qualified electrician, in accordance with UK and EU standards.
- The Buyer acknowledges that during the lifetime of LED products, the colour, temperature and lumens are subject to some change. Accordingly, as any replacement LED products under the LED Warranty are supplied in new condition there may be some slight colour or batch variation that may be visible and the Buyer acknowledges that such variation shall be acceptable.
Are there any limits to how I can use the Goods?
- The Seller owns or otherwise has the rights to all Intellectual Property Rights to the Goods, and the Contract does not give the Buyer any of these rights.
The Buyer agrees not to (except as otherwise permitted by this Contract):
- modify, alter, reproduce, copy or resell any Goods;
- create any other derivative work from the Goods;
- use any part of the Goods for commercial purposes, including promotional use; or
- rent, loan, lease, sublicense or transfer the Goods to third parties.
- The Buyer acknowledges that subject to clause 13.3 the Seller shall not be liable for, nor does the Buyer give any warranty (nor shall any warranty be implied by any provision of this Contract), that the Goods do not or will not constitute an infringement of any rights relating to patents, trademarks, registered designs, applications or any of the foregoing, trade or business names and copyright.
What is my liability if I breach the Contract?
- The Buyer shall indemnify and hold the Seller harmless against any claim by or loss or damage to any person or property directly or indirectly occasioned by or arising from the use or operation of any of the Goods otherwise than in accordance with the Seller’s operating instructions or the instructions of the manufacturer of the Goods. This indemnity shall extend to any costs and expenses incurred by the Seller and shall continue in force notwithstanding the termination of the Contract and the sale and purchase arrangements between the Buyer and the Seller.
- The Buyer undertakes to ensure compliance by his employees, servants or agents with any safety precautions or instructions for safe handling of the Goods given by the Seller.
- The Buyer acknowledges the Goods have been produced for use in the United Kingdom. To the extent permitted by law and subject to clause 13.3 below, the Seller does not warrant the performance or suitability for purpose of any Goods that are not used in the United Kingdom.
What is our liability for breach of the Contract?
- The Uniform Law on International Sale of Goods, the Uniform Law on the Formation of Contracts for International Sales of Goods and the Sale of Goods Act 1979 are expressly excluded from this Contract.
This clause sets out the entire financial liability of the Seller (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to the Buyer in respect of:
- any breach of this Contract;
- any use made or resale of the Goods by the Buyer, or of any product incorporating any of the Goods; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
Nothing in this Contract shall limit or exclude the Seller's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of section 2 of the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
Subject to clause 13.3:
- the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, or any special, indirect or consequential loss arising under or in connection with the Contract;
- and subject to clause 13.4.3, the Seller's total liability to the Buyer 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 price of the Goods; and
- in the event Seller fails to deliver the Goods in accordance with clause 4, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
How do you use my data?
How do you or I terminate the Contract?
- Should the Seller terminate this Contract in accordance with clause 15.3, the Seller may (without prejudice to any other remedies) repossess the Goods with or without prior notice and enter upon any premises under the control or the occupation of the Buyer in which the Goods may be for the purpose of repossession.
- Unless the Seller otherwise agrees in writing the Buyer shall not be entitled to cancel the Contract.
Without limiting its other rights or remedies, the Seller may, at its option, suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller and / or terminate this Contract with immediate effect by giving written notice to the Buyer if:
- the Buyer fails to pay any amount due under the Contract on the due date for payment;
- the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of the Buyer being notified in writing to do so;
- the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, the Seller may, at its option, terminate the Contract on 30 days' written notice to the Buyer.
- On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest.
- Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- The Seller shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for six weeks, the Buyer may terminate this Contract by giving seven days' written notice to the Seller.
- Entire Agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, including any terms of the Buyer.
- Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Assignment. The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
- Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Notices. Any notice or other communication given to a party under or in connection with the 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. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the invoice; 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 fax or email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third party rights. A person who is not a party to the Contract shall have no right to enforce any term of the Contract by virtue of the Contract (Rights of third Parties) Act 1999.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.