TERMS AND CONDITIONS OF SALE

These terms and conditions (Conditions) are the terms on which Cygnet Texkimp Limited, a company registered in England and Wales under Company Number 04115619 (the Company) sells goods or provides services to business customers. Save where expressly stated otherwise, these Conditions supersede all other terms and conditions previously used by the Company and apply to the sale of goods and supply of services by the Company to the exclusion of any and all other terms that the Customer (as defined below) may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing and the Customer hereby waives all rights it may have to rely on the same.

1. Definitions and interpretation

Contract: has the meaning in Condition 2.2.
Customer: the legal entity who has bought, agreed to buy or is seeking to buy Goods and/or Services from the Company.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), EU GDPR, and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
Deposit: the deposit amount, if any, set out in the Order Confirmation or Contract.
Delivery Location: the property boundary of the Customer’s premises.
EXW: refers to Ex Works Incoterms 2020 rules.
Goods: the equipment or goods or any part of them set out in the Order Confirmation or Contract.
Insolvency Event: the Customer becoming insolvent or bankrupt or entering into a receivership, administration, liquidation or a composition, compromise or an arrangement to reschedule or restructure its indebtedness; the Customer suspending or ceasing, or threatening to suspend or cease, carrying on it business (or any part of it) or payment of its debts or being unable to pay its debts as they fall due; a resolution being made in connection with the winding up or dissolution of the Customer; the Customer obtaining a moratorium; the Customer having an administrator, receiver, liquidator or manager appointed over the whole or a substantial part, of its undertaking or assets; or any steps being taken in preparation for the foregoing (whether voluntary or otherwise); or any event occurring in any jurisdiction to which the Customer is subject that has an effect equivalent or similar to any of the above.
Order: the Customer’s order for the supply of Goods or Services or Goods and Services, in a form acceptable to Company.
Order Confirmation: has the meaning in Condition 2.2.
Order Form: the order form setting out the Order Confirmation in a form agreed and accepted by the Company.
Services: the services supplied by the Company to the Customer as set out in the Order or otherwise agreed in writing between the parties.
Warranty Period: has the meaning given in Condition 5.2.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

2. Orders

2.1 All Orders must be in writing and in a format acceptable to the Company from time to time. The Customer shall be responsible for ensuring that all details and terms of any Order are accurate. Any order made by the Customer for the Goods or Services must include information required by the Company. Each Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions.
2.2 The Company reserves the right to reject any Order for whatever reason. Each Order shall only be deemed to be accepted by the Company once the Company has expressly accepted the Order in writing (Order Confirmation) and the Customer has paid the Deposit, if applicable or, a valid letter of credit guaranteeing payment for the Goods in a form satisfactory to the Company has been issued or, if earlier, when the Goods are delivered to the Customer (in whole or in part). Upon the Company’s acceptance of an Order for the purchase of Goods or the supply of Services, a contract shall be formed incorporating these Conditions and any terms specified in the Order Confirmation (Contract).
2.3 Any price lists, samples, drawings, illustrations, photographs. statements, descriptions and advertising provided by the Company (whether on the Company’s website, in the Company’s catalogues and brochures or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. Save as expressly set out in these Conditions, such literature shall not form part any Contract with the Customer.

2.4 Any request to cancel or modify an accepted Order and Contract by the Customer must be in writing and notified to the Company within 5 working days following placement of the order and in any event prior to delivery of the Goods or supply of the Services. Cancellation or modification of an accepted Order shall only be effective if agreed by the Company in writing. In any event, if the Customer cancels an Order:

2.4.1 The Customer shall pay to the Company 100% of the price in respect of all Goods and Services completed by the Company (whether or not delivered) or delivered to the Customer at the time of cancellation.
2.4.2 Where Goods have not been completed, the Customer shall pay a pro rata amount of the price of the Goods to reflect the work, commitment and expenditure carried out and incurred by the Company at the time of cancellation.
2.4.3 Where work on the manufacture or preparation of the Goods has not been carried out, the Customer shall pay to the Company 25% of the price excluding VAT as fair and reasonable compensation for cancellation in respect of those Goods to reflect the lost profit to the Company from the cancellation.
2.4.4 Where applicable (as set out in the Order or otherwise agreed in writing between the parties) any Deposit shall be forfeited by the Buyer and the Company shall have the right to retain the Deposit.

2.5 Without limiting its other rights or remedies, the Company may cancel an Order (and the corresponding Contract) with immediate effect by giving written notice to the Customer if: (a) the Customer commits a breach of these Conditions and (if such a breach is remediable) fails to remedy that breach within ten days of being notified in writing to do so; or (b) the Customer suffers an Insolvency Event.

2.6 Cancellation of an Order (or a Contract) shall not affect any of the parties’ rights and remedies that have accrued as at the date of cancellation, including the right to claim damages in respect of any breach of these Conditions that existed at or before the date of cancellation.

2.7 The Company reserves the right to amend the layout, shape, dimensions or materials of the Goods if required by any applicable statutory or regulatory requirement, and the Company shall notify the Customer in any such event. The Customer acknowledges that the Company is continually developing its products including the design and configuration, and the Company reserves the right to make reasonable alterations to the specifications of the Goods.

2.8 The Company shall not be responsible for any defects occurring as a result of compliance with the Customer’s instructions, or any defects arising from any specification supplied by the Customer.

2.9 If any payment due prior to, on or after delivery is not paid or if the Customer shall fail to open any letter of credit or other financial instrument due to be opened in favour of the Company under this or any other Contract made between the Company and the Customer or if the Customer commits any act of bankruptcy or takes or suffers any step leading to liquidation or has a receiver or administrator appointed of any of its assets, the Company may suspend or withhold delivery of the Goods until the full amount of the contract price is received by the Company or may at its option cancel the Contract without further liability.

3. Price and payment

3.1 The price for the Goods or Services shall be the quoted price agreed by the Company with the Customer in writing as set out in the Order Form or Contract. A quotation for the Goods or Services given by the Company shall not constitute an offer and shall not form part of any Contract with the Customer. A quotation shall only be valid for the period set out in the quotation.

3.2 The Company reserves the right to increase the price of the Goods after acceptance of Order and Order Confirmation to reflect any increase of the associated costs of raw materials or other variable costs since the date of Order Confirmation.

3.3 Any increase in transport cost tariff rates or import duties or additional cost to the Company due to variations in exchange rates from the date of Order shall be borne by the Customer.

3.4 Unless otherwise set out in the Order Confirmation or Contract, the quoted price of the Goods shall be ex works (EXW), including loading at the Company’s site, but excluding packing delivery and transport charges, insurance, the cost of installation and/or erection on the relevant Customer site and the cost of any commissioning or running or installation tests and tests of all materials used in such processes. Items not quoted for shall be charges at Company’s standard prices unless agreed otherwise in writing.

3.5 Prices are unless otherwise stated, exclusive of VAT.

3.7 Where the Company agrees to offer delivery to the Customer in advance of payment, the Company may invoice the Customer for the Goods on or at any time after the completion of delivery, unless agreed otherwise in the Contract or Order Confirmation.

3.8 All sums due shall be payable in UK Sterling unless stated otherwise in the Contract. The time specified in the Contract or Order Form for payment shall be of the essence of the Contract.

3.9 Unless provided otherwise in the Contract, each party shall bear its own costs of performing the Contract. Any charges arising in connection with letter of credit, bank guarantees, collections, cashing of documents, stamps etc. shall be borne by the Customer. Any deposit paid by the Customer shall be irrevocable in all circumstances, save agreed otherwise between the parties.

3.10 Unless provided otherwise in the Contract, payment of the whole or any balance of the price will become immediately due and payable in the event of:

3.10.1 Non-payment of any instalment on its due date; or
3.10.2 The installations and commissioning of the Goods not being completed within 3 months of the date of their delivery (or such other period specified on the Order Confirmation) due to the Customer’s fault or failure in breach of the Contract; or
3.10.3 The Customer failing to accept delivery of or failing to pay for the Goods or Services in accordance with the Contract.

3.11 If the Goods are delivered in instalments, payment shall be due in respect of that part of the Goods actually delivered unless agreed otherwise in the Contract or Order Form.

3.12 The Customer shall pay the Company’s invoice unless stipulated otherwise in the Order Confirmation on receipt on invoice by bank transfer or other method specified in the Order Confirmation or Contract. For foreign transactions, the terms of payment shall be the same as regards timing of payment, but payments will be made either by SWIFT transfer to the designated bank account, or if required by the Company by irrevocable documentary credit confirmed by a bank of the Company’s choice.

3.13 Orders (and corresponding Contract) for which payment is to be made by documentary credit or guaranteed by a standby letter of credit or any other security, such as a bond or guarantee, will only be honoured on receipt of notification of the opening of an operational documentary credit without any special conditions or the issue of the required standby letter of credit, bond or guarantee.

3.14 Without limiting the other rights and remedies the Company may have, where the Customer fails to pay an invoice in accordance with these Conditions, or otherwise has an overdue account, or where the Company has the right to cancel an Order pursuant to Condition 2.5 or is otherwise concerned about the Customer’s financial stability, the Company reserves the right to: (a) demand immediate payment of all outstanding amounts owed to the Company; (b) suspend or cancel further deliveries until full payment has been received; (c) reduce or withdraw payment options; and/or (d) charge interest payable by the Customer on the overdue amount both before and after any court judgement at the rate of 3% 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. The Customer shall be liable for and shall indemnify the Company for all costs and expenses, including legal fees, relating to the collection of late payments.

3.15 The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

4. Delivery

4.1 The Company shall deliver the Goods: (i) EXW at the Company’s place of business (or at such other address as the Company may specify); or (ii) if specified otherwise in the Order Form or Contract, in accordance with the specified Incoterms 2020 rules; or (iii) if otherwise agreed in writing between the Company and Customer (including as set out in the Order Form or Contract), to the Delivery Location; or (iv) as otherwise is agreed in writing between the Company and the Customer.

4.2 The Company will obtain, where applicable, an export license for the Goods but if any delay is experienced or such a license is not granted then the Company may extend any agreed time for delivery of the Goods or (if the license is not granted within the required time) cancel the Contract in its discretion without further liability to the Company.

4.3 Where the Goods are sold FOB the Company shall not be under any obligation to give the Customer notice in accordance with Section 32(3) of the Sale of Goods Act 1979.

4.4 Delivery shall occur upon the arrival of the Customer’s courier at the Company’s place of business (for EXW delivery) or upon receipt of a signature at the time and place of delivery (or if not signed for) upon completion of the unloading of the Goods at the Delivery Location.

4.5 The dates for delivery (including the time of delivery) shall be an estimate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Any time for delivery shall be measured from (the later of) the date of grant of export licence or date of payment of deposit or receipt of any necessary instructions from the Customer. Time of delivery shall not be of the essence. Unless agreed otherwise with the Customer, the Company reserves the right to deliver the Goods or require EXW collection of the Goods in advance of any agreed delivery date.

4.6 Whilst awaiting the delivery instructions from the Customer, the Company shall store to Goods free of charge for a period of 14 days, such period may be extended to 30 days at the Company’s sole discretion (Storage Period).

4.7 If the Customer fails to accept delivery of the Goods or arrange EXW collection or fails to provide adequate delivery instructions within the Storage Period then, except where such failure or delay is caused by the Company’s material failure to comply with these Conditions: (a) delivery of the Goods shall be deemed to have completed at 9:00am on the day scheduled for delivery or the last day of the Storage Period and the price of the Goods shall be due for payment; and (b) the Company shall store the Goods until delivery or collection takes place and charge the Customer for all related costs and expenses (including insurance); and (iii) the Customer shall indemnify the Company on demand from and against all losses, costs, charges and expenses incurred by the Company as a result of such failure to accept delivery. If the Goods have not been redelivered within 10 business days of the original order date for delivery or the last day of the Storage Period, the Company shall be entitled to resell or otherwise dispose of the Goods at its sole discretion.

4.8 In the event of cancellation of the Contract, the Company shall be paid on a pro rata basis for any Goods or Services delivered at the time of cancellation, without prejudice to any other remedies.

5. Quality, Acceptance and Returns of the Goods

5.1 The Company shall supply free of charge replacement for or at its option repair any item which fails under proper use within 12 months after delivery provided it is proved to the Company’s reasonable satisfaction that the failure was by reason of faulty workmanship or materials. The Company shall be under no liability in respect of any defect in the quality or condition of the Goods or their failure to meet specification unless the Customer’s claim is notified to the Company within 14 days of the date upon which such defect or failure was or should reasonably have been discovered.

5.2 The Company warrants that all Goods shall be free from material faults in design and construction for a period of 12 months from the date of delivery with the exception of the electric motors which shall be covered under this warranty for 6 months from delivery, or such other period stated in the Order Confirmation (and which periods are referred to in these Conditions as the Warranty Period), This warranty shall only apply to the extent that the Goods have been maintained and operated in accordance with the instructions of, and the standards recommended by, Cygnet in writing (including maintenance manuals).

5.3 The Goods shall be deemed to be accepted by the Customer upon the earlier of the following events:
5.3.1 the expiry of the 14 day period referred to in Condition 5.1 without any notification;
5.3.2 14 days after being made available for delivery to the Customer in circumstances where the Customer fails to accept delivery;
5.3.3 the successful completion of any agreed acceptance tests;
5.3.4 the commercial operation or use of the Goods (other than in a testing environment).

5.4 Subject to Condition 5.5, (a) provided that the Customer gives notice in writing to the Company within the Warranty Period and within 14 days of discovery of the defect or delivery of the Goods (where the defect should have been apparent on inspection of the Goods) that some or all of the Goods do not comply with the warranty set out in Condition 5.2; and (b) the Company is given a reasonable opportunity to examine such Goods, and is reasonably satisfied that the Goods are in breach of warranty, then the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods without any payment of compensation whatsoever. The repair or replace remedy set out in this Condition 5.4 shall be the Customer’s exclusive remedy for breach of the warranty set out in this Condition 5.4 or for any other failure of the Goods to conform with these Conditions. This warranty shall not apply to any repairs and the repair of Goods shall not extend beyond the Warranty Period. The Company shall be under no liability in respect of any defect in the quality or condition of the Goods or their failure to meet specification unless the Customer’s claim is notified to the Company within 14 days of the date upon which such defect or failure was or should reasonably have been discovered.

5.5 The Company shall not be liable for non-compliance with the warranty set out in Condition 5.2 if: (a) the Customer makes any further use of such Goods after giving notice in accordance with Condition 5.4; or (b) the defect arises because the Customer failed to follow the written instructions provided by the Company, the Company’s technical manual or written instructions as to the storage, use and preservation of the Goods or (if none were given) good trade practice regarding the same; or (c) the defect arises as a result of the Company following any instruction of the Customer; or (d) the Customer alters or repairs such Goods without the written consent of the Company; or (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions of the Goods; or (f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Company, save that the Warranty Period shall not be extended in respect of any repaired or replacement Goods.

5.7 Save as expressly provided otherwise in the Contract, any representations relating to performances of the Goods or Services are given in good faith but shall not form part of any Contract or involve the Company in undertaking to obtain equivalent results in specific cases.

5.8 The Customer shall provide all necessary facilities and assistance as may be required by the Company to enable the installation and commissioning of the Goods to be completed.

5.9 If the installation and commissioning of the Goods is delayed or prolonged due to the Customer’s instructions or lack of instructions or due to any lack of facilities or assistance the Customer shall reimburse the Company any additional costs or expenses it may incur as a result of such delay or failure.

5.10 Unless otherwise agreed in writing (in the Order Form, Contract or otherwise) the Customer shall pay the Company’s current rate (at the time of the work being carried out) for any installation, erection or commissioning of Goods carried out by the Company or Agent or Sub-Contractor of the Company.

6. Title and Risk

6.1 Risk of damage to or loss of the Goods shall pass to the Customer: (a) In the case of Goods to be delivered at the Company’s premises at the time when the Company notifies the Customer that the Goods are available for collection; (b) In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods the time when the Company tenders delivery of the Goods. Delivery to a carrier or to any person firm or company on the Customer’s behalf shall constitute delivery to the Customer.

6.2 Notwithstanding delivery, title to the Goods shall not pass to the Customer until receipt of payment in full (in cash or cleared funds) for the price of the Goods and all other sums which are or which become due to the Company from the Customer under the relevant Contract, in which case title shall pass at the time of payment.

6.3 Until title to the Goods passes to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery inclusive of loss, theft or destruction of the Goods; (d) notify the Company immediately if it becomes subject to an Insolvency Event; (e) give the Company such information relating to the Goods as the Company may require from time to time; (f) at the Company’s request, deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; (g) indemnify the Company against loss or damage to the Goods prior to transfer of title, and (h) permit the Company to enter any premises where the Goods are stored (at any time and without notice) in order to inspect them or repossess them and hereby grants (and shall procure that relevant third parties shall grant) the Company, its agents and employees, an irrevocable licence to enter such premises for this purpose.

6.4 In the event of late payment of the price in whole or in part by the Customer and after a formal notice to pay has remained unanswered for more than fifteen days, the Company expressly reserves the right to take back the Products which the Customer will be obliged, at its own expense and risk, to return to the Company on first request.

6.5 This Condition 5.7 shall take effect to the fullest extent permitted by law in the jurisdiction in which the Goods are stored from time to time without any further action being required by the Company. Condition 11.4 shall apply to the extent any part of this Condition is rendered invalid in such jurisdiction.

6.6 The Customer shall indemnify and keep the Company indemnified against all taxes duties and/or other impositions of a similar nature arising outside the UK whether levied on the Customer or the Company and whether in respect of the Goods or payment made in accordance with the terms of the Contract.

7. Supply of the Services

7.1 The Company shall supply the Services to the Customer at the Company’s premises, unless agreed otherwise in writing.

7.2 The Company shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Company reserves the rights to amend the scope of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.

7.4 The Company agrees that the Services will be provided using reasonable care and skill.

8. Liability

8.1 The limits and exclusions in this Condition reflect the insurance cover the Company has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

8.2 Nothing in these Conditions or any Contract shall limit or exclude the Company’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.

8.3 Subject to Condition 8.1: (a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, any indirect or consequential loss of the Customer or losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier under or in connection with the supply or use of the Goods or Services, an Order and/or a Contract; and (b) the Company’s total liability to the Customer in respect of all losses and liabilities arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid or payable for the Goods and Services under the relevant Order and Contract.

8.4 Except as provided in Condition 5, the Company shall have no liability to the Customer in respect of non-compliance with the warranty set out in Condition 5.2.

8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.

8.6 To the extent that any Goods are to be manufactured in accordance with a specification supplied by the Customer or otherwise made-to-order pursuant to the Customer’s instructions, the Customer shall indemnify and keep indemnified the Company, its personnel and sub-contractors from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company, its personnel and/or sub-contractors in connection with any actual or alleged infringement of a third party’s intellectual property rights or other proprietary rights arising out of or in connection with the use of the Customer’s specification and/or compliance with the Customer’s instructions. The Company does not warrant nor shall it be implied that the Goods or their use do or will not infringe the patent or other intellectual property rights of any third party.

8.7 The Company shall not be liable to the Customer for in respect of any defect or failure in the Goods or Services arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions or misuse of the Goods, or a breach of any Customer obligation.

The Company shall not be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure is due to any circumstance beyond its reasonable control, non-availability of materials or parts, war, riot, fire, explosion, act of god, flood, earthquake, civil unrest, epidemic, pandemic, collapse of buildings or breakdowns, shortage of supply, any strike, lock out or labour dispute (whether occurring as regards the Company of any of the Company’s suppliers) or from government or local restrictions or other force majeure events beyond the reasonable control of the Company. During any of the foregoing events the Company shall be entitled to postpone or cancel delivery of Goods and/or Services. In the event of cancellation of the Contract, the Company shall be paid on a prorated basis for Goods delivered to the date of cancellation. including Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake, shortage of supply or the acts or omissions of the Customer. In the event of such force majeure event, the time for performance of relevant obligations shall be extended accordingly. If the period of delay or non-performance continues for 14 days, the Company may cancel the relevant Order by serving one week’s written notice to the Customer.

9. Customer Obligations

9.1 The Customer warrants and undertakes that:

9.1.1 the Goods will be operated in accordance with all relevant safety standards and agrees to indemnify the Company against any loss, claims or liabilities arising from any breach of this clause 9.1.
9.1.2 no person other than anyone authorized by the Company shall dismantle repair or so attempt or otherwise tamper with the Goods or any part or parts thereof in any way that might damage the goods or contribute to their defectiveness or need of repair.
9.1.3 The Goods shall be used, maintained, stored and serviced in accordance with their operating instructions and in a proper and workmanlike manner.
9.1.4 The Goods shall not be used by or on behalf of the Customer whilst defective, in need of repair or otherwise not in accordance with the specification.

10. Data Protection

10.1 The Customer hereby acknowledges and agrees that any personal data provided to the Company in connection with an Order shall be used by the Company for the purpose of fulfilling its obligations under these Conditions (including the supply of Goods and Services and processing of invoices and payments). Each party agrees to comply with its respective obligations under the Data Protection Legislation.

11. General

11.1 The Customer agrees and acknowledges that in the performance of its business it must comply with all local laws and regulation in relation to corruption applicable in respect of the activities referred to in these Conditions, the United Kingdom Bribery Act 2010 and equivalent legislation in countries in which the Customer operates. The Company’s Anti-Bribery and Corruption Code of Business Conduct can be made available on request.

11.2 Unless expressly stated otherwise, a reference to a statute or statutory provision is a reference to legislation in force in England as amended, extended or re-enacted from time to time and shall include reference to all subordinate legislation made from time to time. Any words following the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. The headings in these Conditions are for ease of reference only and shall not affect their interpretation.

11.3 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs. This clause shall not apply to information which is (a) required to be disclosed by law, court order or any governmental or regulatory authority; (b) is already known to the receiving party at the time of disclosure; or (c) is or becomes generally available to the public other than through any breach of this clause by the receiving party.

11.4 The Customer agrees and acknowledges that all copyright, design rights, trade marks and other intellectual property rights subsisting in and/or relating to the Goods, the supply of the Services and/or the Company’s business (including in any product designs and descriptions, proposals, drawings, plans, studies, calculations, prototypes, models, engravings, photographs, and brochures) vest in and shall be owned and remain at all times absolutely and unconditionally owned by the Company. Any use of the Company’s intellectual property rights by the Customer is subject to the prior written permission of the Company. The Company reserves and shall own all proprietary and patent rights in machinery and products supplied and copyright in all estimates, drawings and other specifications, which must not be made available to any third parties by the Customer.

11.5 If any provision or part-provision of these Conditions 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 such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Conditions.

11.6 No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver or abandonment 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.

11.7 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.8 The Company may at any time, without the consent of the Customer, assign, transfer, mortgage, charge, subcontract or otherwise deal in any manner with all or any of its rights or obligations under the Contract. The Customer shall not be entitled to do or carry out the foregoing without the prior written consent of the Company.

11.9 The terms of these Conditions are not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

11.10 No variation to these Conditions or a Contract shall be effective unless agreed in writing and signed by an authorised representative of each party. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with English law.

11.11 All disputes arising out of or in connection with these Conditions or a Contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce in London by one or more arbitrators appointed in accordance with the said Rules.

June 2024