Terms & Conditions of Sale
1. Definitions
1.1 In these Conditions:
“Company” will mean one of the following legal entities as defined in our quotation.
The Storage Equipment Centre Limited (Company Registration Number 3934554) whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET.
SEC Interiors Limited (Company Registration Number 7543983) whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET.
SEC Exports Limited (Company Registration Number 12734789 ) whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET.
The Storage Equipment Centre Group Limited (Company Registration Number 08427002) whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET.
“Buyer” means the person, firm or company so named in the Quotation and/or Specification.
“Acceptance” means the acceptance of the Goods and/or Services as appropriate by the Buyer after the passing of such inspection or examination as referred to in clauses 10 and 11.
“Completion” and “Completed” means the completion of any part of the Services including the Acceptance of the
Services by the Buyer.
“Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes in addition any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract between the Company and the Buyer consisting of the Quotation, the Conditions, the Order and the Specification, but not any terms and conditions of purchase, other than these conditions, incorporated in or referred to in the Order.
“Delivery Date” means the firm date for delivery of the Goods or the dates where the Goods are to be delivered if they are to be delivered in instalments, if any, stated as such in the Quotation and/or Specification.
“Goods” means the goods to be supplied by the Company as identified in the Quotation and/or Specification.
“Order” means the purchase order or other written request issued by the Buyer to the Company for the supply of
Goods and/or Services.
“Premises” means any office, buildings, factory or other place belonging to or occupied by the Buyer where the
Company is to execute the Services in whole or in part.
“Price” is as defined in clause 8.1.
“Quotation” means the quotation issued by the Company or the quotation referred to in the Specification for the supply of Goods and/or Services including any drawings or other documents annexed by the Company to the Quotation.
“Services” means the services to be provided by the Company under the Contract as more particularly described in the Specification.
“Specification” means the specification referred to in the quotation either signed by or on behalf of the Buyer or referred to in a separate purchase order or contract, containing, inter alia, details of the Services and Delivery Dates
2. General
2.1 The Conditions, the Quotation and the Specification supersede any other terms and conditions and override and exclude other terms and conditions, descriptions and statements as to quality and performance or suitability of the Goods stipulated or referred to by the Buyer whether in the Order or otherwise.
2.2 Where there is a conflict between the Conditions and the Specification the Specification shall prevail.
2.3 No representative or agent of the Company has any authority to agree any terms or make any representations that are inconsistent with the Conditions, the Quotation or Specification. The Company will not be bound by any statements made by any person purporting to act on the Company’s behalf as to the Conditions, the Quotation or Specification or any statements as to the delivery, quality, performance or suitability of the Goods or the Services unless any such statement is specifically confirmed in writing by a duly authorised officer of the Company and annexed to the Contract. The Buyer acknowledges that it does not rely on and waives any claim it might otherwise have for breach of any such representations which are not so authorised.
2.4 Failure by the Buyer to comply with any advice or recommendation given by the Company or its employees or agents in writing to the Buyer or its employees or agents as to the storage application or use of the Goods shall vitiate any warranty by the Company as to the quality and fitness of the Goods.
2.5 Any typographic, clerical or other error or omission in any sale literature, quotation, price list, order, invoice or other documentation or information issued by the Company shall be subject to correction by the Company without any liability on the part of the Company
2.6 No modification or variation of the terms and conditions of the Contract shall form part of the Contract unless agreed by the parties in writing and signed on their behalf by a duly authorised representative of each party.
2.7 These Conditions shall be deemed to be incorporated in all agreements from time to time entered into between the Company and the Buyer which provide for the sale of any goods and/or supply of any services by the Company to the Buyer.
2.8 All Quotations are an invitation to treat only and without obligation. No Contract will come into effect until the Company has accepted an Order or other offer from the Buyer by its acceptance of the Buyer’s payment of deposit for the Goods and/or Services.
2.9 Unless agreed in writing by both parties the Buyer cannot cancel, alter or suspend any Order or other offer from the Buyer after the Company has accepted the Buyer’s payment of deposit for the Goods and/or Services provided that if the Company does agree in writing to the cancellation of the Order by the Buyer the Buyer shall be liable to the Company for any loss or damage of whatever nature incurred in consequence of that cancellation including any consequential loss.
2.10 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any Order submitted by the Buyer and for giving the Company any necessary information relating to the Goods and/or Services within a sufficient time to enable to perform the Contract in accordance with it’s terms.
3. Description
3.1 The Goods shall be supplied in accordance with the description of the Goods given in the Quotation and/or
Specification.
3.2 The Company may from time to time and without notice make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements and which do not materially affect the quality or fitness for purpose of the Goods.
4. Quality and Fitness for Purpose
4.1 The Goods shall be in accordance with the quality specified in the Quotation and/or Specification and if no quality is specified, with the normal industrial quality for the type of Goods in question at the price.
4.2 Subject to clause 4.3, if the Buyer has specified that the Goods are required for a particular purpose and the Company has agreed in the Quotation and/or Specification expressly to supply Goods suitable for that purpose, then the Goods shall be so suitable within the limits specified by the Company in the Quotation and/or Specification except in minor respects which do not materially affect the purpose for which the Goods have been supplied.
4.3 For the purpose of clause 4.2 the Buyer must before an Order for the Goods is accepted clearly adequately and unambiguously inform the Company of the intended or required purpose and describe that in the Order.
4.4 Notwithstanding clauses 4.1 to 4.3 all implied terms, conditions and warranties whether statutory or otherwise as to the quality or fitness for purpose of the Goods are excluded so far as the law allows.
5. Delivery
5.1 All dates quoted for delivery are approximate only and the Company shall not be liable for any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless expressly stated by the Company in writing to be so in the Quotation and/or Specification. The Goods may be delivered by the Company in advance of the Delivery Date upon giving reasonable notice to the Buyer.
5.2 The Company or its nominated representative as notified to the Buyer in the Quotation and/or Specification shall deliver the Goods to the delivery point stated in the Quotation and/or Specification carriage paid, provided that if in accordance with the Quotation and/or Specification the Goods are to be given to a carrier for onward transmission to the Buyer, then delivery of the Goods to the carrier shall constitute delivery to the Buyer.
5.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with the Contract or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5.4 If the Company is delayed in the performance of the Contract by any act or default of the Buyer, or by any event of force majeure as described in clause 14 then the Delivery Date shall be extended by such period as may be reasonable provided that the Company shall give the Buyer written notice of such extension.
5.5 The Company shall not be liable for any loss or damage whatever arising out of the failure of the Company to deliver the Goods (or any of them) on time or at all subject to the proviso that if the Buyer has paid part or all of the Price the Company shall refund to the Buyer that part of the Price proportionate to the value of the Goods remaining undelivered at the date of termination of the Contract.
6. Passing of Property
6.1 The property in the Goods shall not pass to the Buyer until payment has been received by the Company in full for the
Goods and for any other goods supplied by the Company to the Buyer.
6.2 For the purpose of this clause the Buyer undertakes until the Buyer has made payment in accordance with clause 6.1:
6.2.1 not to remove, deface or cover up any identification or batch marks on the Goods or marks indicating that the Goods are the property of the Company;
6.2.2 to store the Goods separately from those belonging to the Buyer or others and to clearly mark the Goods so that they are identifiable as belonging to the Company;
6.2.3 to allow the Company unrestricted access (by force if necessary) to the Buyer’s premises or other place where the Goods are stored for the purpose of removal of the Goods.
6.2.4 To insure and keep insured the Goods to their full value against all risk to the reasonable satisfaction of the Company and where reasonably required by the Company to do so to produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Buyer fails to do so all sums whatever owing by the Buyer to the Company shall forthwith become due and payable
6.2.5 if the Goods have been mixed with other goods in the execution of the Services by the Company the Buyer shall keep a sum of money equal to the value of the Goods in a separate bank account on trust for the Company
7. Passing of Risk
7.1 The risk in the Goods shall pass to the Buyer on delivery as defined in clause 5.
7.2 If delivery is to be made to a carrier for onward transmission to the Buyer, then unless otherwise instructed by the Buyer, the Company will arrange for the benefit of the Buyer, insurance of the Goods on the basis of carrier’s risk. The premium for such insurance shall be added to the Price and paid for by the Buyer.
7.3 Where the Buyer has arranged with the Company to collect the Goods from the Company’s premises or such other premises as may be specified in the Order then risk shall pass on collection of the Goods by the Buyer or the Buyer’s nominated representative.
8. Price
8.1 The Price for the Goods and/or Services shall be as set out in the Quotation and/or Specification as being the sum payable by the Buyer to the Company for the supply of the Goods and/or Services and unless otherwise specified VAT and any other tax or duty payable by the Buyer shall be added to the Price as a strictly net extra charge.
8.2 Any additional works required by the Buyer after the date of these Conditions shall be “additions” and shall be payable
upon the same terms as the Price as set out in the Contract.
8.3 The Company reserves the right by written notice given to the Buyer before completion of the Contract to vary the Price of the Goods and/or Services to take into account increases in costs including (without limitation) any rise in the cost of labour, materials, fuel, transport or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
9. Payment Terms
9.1 Payment of the Price shall be made by the Buyer in accordance with the Quotation and/or Specification.
9.2 If the Buyer fails to pay the Company the Price or any part of it in accordance with the Quotation and/or Specification`
then without prejudice to any other rights or remedies the Company may have the Company shall be entitled to:
9.2.1 Charge interest on the Price or any part thereof at the rate of 5% above the base rate of the Bank of
England at the time when payment became due to the date of payment accruing daily;
9.2.2 decline to deliver any further Goods to be supplied under this Contract or any other order placed by the Buyer with the Company and/or decline to perform any further Services to be performed under this Contract until payment has been received in full of any amounts outstanding, and payment has been made by the Buyer in advance for any Goods not yet delivered without thereby incurring any liability whatsoever to the Buyer;
9.2.3 terminate the Contract if the delay in payment exceeds 30 days;
9.2.4 demand the return of such part of the Goods as represents the sum owed by the Buyer to the Company;
9.2.5 have a general lien on all goods of the Buyer in the Company’s possession (including goods of the Buyer which have been paid for) for the unpaid price of all goods sold to the Buyer by the Company under this or any other contract
10. Acceptance of Goods and Defective Goods and Services
10.1 Where the Quotation and/or Specification provides only for the supply of Goods the Buyer shall inspect the Goods immediately on their receipt and shall be deemed to have accepted the Goods unless within 7 days after their receipt the Buyer shall have notified the Company in writing that the Goods are rejected as having been found not to be in accordance with the Contract.
10.2 Where the Quotation and/or Specification provides for the supply of Goods and Services the Buyer shall inspect the Goods immediately on Completion of the Services and shall be deemed to have accepted the Goods unless within 7 days of Completion the Buyer shall have notified the Company in writing that the Goods are rejected as being found not to be in accordance with the Contract.
10.3 If the Buyer does notify the Company to this effect then the Company shall be given the opportunity to inspect the Goods, and if at its sole discretion the Company is satisfied that the Goods are not in accordance with the Contract for a reason for which the Company is responsible, shall at its option repair or replace such Goods.
10.4 No Goods which the Company finds at its sole discretion to be in accordance with the Contract shall be accepted for return by the Company without the prior written approval of the Company on terms to be decided in its absolute discretion and in particular:
10.4.1 If the Company agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 15% of that proportion of the Price relating to the Goods in question (including any charge for installation as part of the Services if such installation has been carried out);
10.4.2 The Buyer shall remain liable for that part of the Price which relates to the Services.
10.5 The Company shall not be liable for any default by its suppliers.
10.6 The obligations of the Company under this clause shall be in full satisfaction of the Company’s liability in respect of any Goods which the Company agrees in its sole discretion do not comply with the Contract, and the Buyer shall not be entitled to claim damages for breach by the Company of any of its obligations whether under the Contract or otherwise and whether for delay or performance.
10.7 Where the Buyer notifies the Company in writing within 6 months of Completion of the Services of a defect in the Goods and/or Services or any of them due to faulty workmanship or materials or design (for which the Company is responsible) the Buyer shall allow the Company to inspect the Goods and Services. If the Company agrees at its sole discretion that the Goods and/or Services are defective it shall at its option repair, remedy replace or refund the proportion of the Price attributable to the defective Goods and/or Services but the Company shall have no further liability to the Buyer.
10.8 In the event that the Company agrees that the Goods are not in accordance with the Contract or that the Goods and/or Services are defective the Buyer shall return the Goods to the Company at its request if it is practicable to do so. The Company shall be responsible for all costs incurred in connection with repairing, replacing or remedying the Goods or Services as applicable but the Buyer shall be responsible for any transport costs and any costs arising out of the dismantling or re-assembly of the unit into which the Goods in question had been placed as part of the Services.
10.9 The Company shall not be responsible for any defects in the Goods or arising out of the Services where:-
10.9.1 The defect arises out of any drawing, design data or specification supplied by the Buyer;
10.9.2 The defect arises out of fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the Goods without the Company’s approval;
10.9.3 The Price has not been paid in accordance with clause 9;
10.9.4 The Defect arises out of parts, materials or equipment not manufactured by the Company or Services not carried out by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier of services to the Company.
10.10 Subject as expressly provided in the Contract and except where the Goods are sold or the Services supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11 Acceptance of Services
11.1 Where the Company is to perform Services the Buyer shall carry out an inspection of the Services performed by the Company immediately on Completion or in any event no later than 7 days thereof in order to satisfy himself that the Services have been performed in accordance with the Specification.
11.2 If the Services have been performed in accordance with the Specification the Buyer will Accept them.
11.3 If the Services or parts thereof are not performed in accordance with the Specification the Buyer may reject the Services or parts thereof by notice in writing. The Buyer shall give the Company the opportunity to inspect them and if in its sole discretion the Company considers that the Services have not been performed in accordance with the Contract it shall carry out such further work as may be reasonably necessary so that the Services or parts thereof meet the Specification provided that if the Buyer does not inspect in accordance with clause 11.1 or reject the Services in accordance with this clause the Buyer shall be deemed to have accepted the Services.
11.4 If the Services or parts thereof are not re-performed to the standard provided for by the Specification then the Buyer may proceed in accordance with clause 13.
12 Delayed Performance of Services
12.1 The date for Completion is approximate only and subject to clause 11.2 the Company shall not be liable for any delay in the performance of the Services how so ever caused. Time for performance of the Services shall not be of the essence unless previously agreed by the Company in writing.
12.2 Where the Contract is terminated by reason of force majeure and the Buyer has paid part or all of the Price the Company shall refund to the Buyer that part of the Price proportionate to the value of the Services remaining unperformed at the date of termination.
12.3 If the Company fails to complete the Services within 4 months of the date for Completion for any reason other than a cause beyond the Company’s reasonable control (which shall include any default by any sub-contractor) or for a cause for which the Buyer is responsible the Buyer may terminate the Contract by serving written notice of termination on the Company. Notwithstanding the foregoing, the Buyer shall remain liable to pay for such Goods as have been delivered and such part of the Services as have been completed in cases where the Buyer cancels the Contract part completed and the Company’s total liability shall be limited to that portion of the Price attributable to the Services.
12.4 In the event that time has been made of the essence time shall not run during any period when delay on account of any act or default of the Buyer or industrial action preventing the Company from having access to the Premises or any event of force majeure as described in clause 21 is operating.
13 Company’s Default
13.1 If the Company shall be in breach of any of its obligations under clause 16 or any other of its obligations under the
Contract the Buyer shall be entitled to give the Company notice in writing forthwith to remedy such breach.
13.2 If the Company shall fail to comply with such notice within 28 days of its receipt or such longer period as the Buyer may allow in writing having regard to the nature of the breach the Buyer shall be entitled forthwith to terminate the Contract and either carry out himself or employ others to carry out the Services that the Company has not performed.
13.3 Upon such termination the Buyer shall be under no obligation to pay the Company any further sums until such time as the whole of the Services which were to have been provided by the Company under the Contract have been completed. Upon such completion the Buyer shall pay to the Company or be entitled to recover from the Company the difference between the sums due to the Company for the Services performed by the Company in accordance with the Contract up to the date of termination and the costs incurred by the Buyer in completion of the Services. The maximum liability of the Company under this clause shall be equal to the price of the Services outstanding at the time of the termination by the Buyer.
14 Limitation of Liability
14.1 The obligations and liabilities of the Company in respect of the description of the Goods, the quality of the Goods or their fitness for purpose are limited to those which are expressly stated in clause 10 above. All conditions, warranties and intermediate terms relating to the description of the Goods, their quality and their fitness for purpose implied by common law or by statute or otherwise are hereby excluded from the Contract.
14.2 Unless otherwise stated in this Contract if either party fails to perform its obligations under the Contract which includes any defective performance of the Services by the Company then that party shall be liable to the other for the damages arising directly and naturally in the ordinary course of events from the breach of Contract concerned. Unless otherwise stated in the Contract neither party shall be liable to the other for any consequential, indirect or special damages arising out of their failure to perform any of their obligations under the Contract.
15 Indemnity and Insurance
15.1 Subject to sub-clause 3 below the Company shall indemnify the Buyer against all losses, costs, damages and expenses arising out of the death or injury to any person, or the loss or damage to any physical property, other than the Goods the subject of work under the Contract to the extent that the same are due to or arise out of any act, default, negligence or breach of statutory duty of the Company, its servants, agents or sub-companies and against all actions, claims, demands or proceedings in respect thereof.
15.2 Subject to sub-clause 3 below the Buyer shall indemnify the Company against all losses, costs, damages and expenses arising out of the death or injury to any person, or the loss or damage to any physical property to the extent that the same is due to or arises out of any act, default negligence or breach of statutory duty of the Buyer, his servants, agents or sub-companies) and against all actions, claims, demands or proceedings in respect thereof.
15.3 The limits of liability of each party to the other in respect of the above indemnities for any one event or a series of connected events shall be as stated in the Specification or in default of being so stated shall be £1million save that there shall be no limit of liability in respect of death or injury to any person.
15.4 The Buyer is liable for any loss or damage to the Goods arising from the act, default, negligence or breach of statutory duty of the Buyer or his servants, agents or sub-company.
15.5 Without prejudice to their liabilities under the Contract each party shall insure with a reputable insurance company against death or injury to persons and loss or damage to physical property (including the goods the subject matter of the Contract) arising out of their obligations under the Contract and shall if so requested by the other, provide proof of such insurance. The insurance arranged by the Company may also be for the benefit of any sub-contractors or agents.
16 Obligations of the Company
16.1 The Company shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform such Services in accordance with the Contract except for any items which are to be provided by the Buyer in accordance with clause 17 (Buyer’s obligation).
16.2 Unless otherwise provided in the Contract the Company does not warrant that the works as described in the
Specification or the incorporation thereof within some larger project will satisfy the Buyer’s requirements
16.3 The Company will provide the Services.
16.4 Unless otherwise agreed in writing the Company will not undertake the re-siting of any gas, electrical, wiring or plumbing or telephone installations. Suitable arrangements should be made by the Buyer for any such works to be carried out prior to commencement of the Services.
17 Obligations of the Buyer
17.2 The Buyer shall provide the Company with the materials, facilities, services and other matters as detailed in the Specification at such times and of such quality as will enable the Company to comply with its obligations under the Contract.
18 Access for the Company
18.1 The Buyer shall give the Company, its agents, employees or sub-contractors access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may
reasonably be required by the Company to carry out the Services in accordance with the Contract.
18.2 Where the Company, its agents, employees or sub-contractors require access to any third party’s premises in order to perform the Services the Buyer shall make all reasonable efforts to arrange this for the Company and the Company shall not be liable for any delay causing loss or damage to the Buyer through the Buyer’s failure so to arrange
18.3 While on the Premises the Company shall comply strictly with all applicable statutory enactments and regulations. by- laws or other regulations of local authorities, the Buyer’s Works Rules (copy of which must be made available to the Company on request) and instructions from any Safety Officer).
18.4 If the CDM Regulations apply the parties will use the appropriate procedures in respect of them.
18.5 At all times when the Company is present on the Premises he shall have present a competent supervisor and any instructions given by the Buyer to that supervisor shall be considered as given to the Company.
19 Sub-Contracting and Assignment
19.1 The Company may license or sub-contract all or any part of its rights and obligations under this Contract without the
Buyer’s consent
19.2 The Company shall not be liable to the Buyer for any acts or omissions of any agents or sub-contractors of the Company except in so far as the Company may be liable under law for death or personal injury caused by such acts or omissions of its agents or sub-contractors
20 Intellectual Property Rights
20.1 All Intellectual Property Rights of whatever nature arising out of the Contract and/or the performance by the Company of its obligations under the Contract shall be the sole property of the Company unless expressly assigned to the
Buyer.
20.2 Where it is necessary for the performance of the parties’ obligations under the Contract the Buyer shall have a licence
to use the Intellectual Property Rights for the duration of the Contract
21 Force Majeure
21.1 If either party is prevented from or delayed in the performance of its obligations under the contract by an event arising after the formation of the Contract which makes the immediate implementation of the obligations impossible or impractical, that party may notify the other of the existence of an event of force majeure and the contractual obligations of the parties shall be suspended.
21.2 If the event of force majeure continues for a period less than 180 days then on the ending of the force majeure event the contractual obligations of the parties shall be reinstated with such reasonable modifications to take account of the force majeure event as may be agreed between the parties, or in default of agreement, as may be determined by arbitration.
21.3 If the event of force majeure shall continue for a period of more than 180 days, then the Contract shall be considered as terminated by mutual consent.
21.4 If the Contract is so terminated then the Buyer shall pay to the Seller such reasonable sum as may be agreed between the parties in respect only of expenditure actually incurred and commitments entered into by the Seller in the performance of the contract up to the date of the force majeure notice or in default of agreement as may be determined in accordance with clause 24.
21.5 Without prejudice to the generality of the foregoing, the following shall be regarded as an event of force majeure:
21.5.1 force majeure;
21.5.2 civil commotion, local combination of workmen, strike or lock-out affecting any of the trades employed upon the Works or any of the trades engaged in the preparation, manufacture or transportation of any of the goods or materials required for the Works;
21.5.3 delay on the part of nominated sub-contractors (other than the Sub-Contractor) or of nominated suppliers in respect of the Works which the Contractor has taken all practicable steps to avoid or reduce;
21.5.4 failure of the Employer to give in due time access to and from the Works site or any part thereof through or over any land, buildings, way or passage adjoining or connected with the Works site and in the possession
and control of the Employer;
21.5.5 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
21.5.6 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
21.5.7 import or export regulations or embargoes;
21.5.8 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
21.5.9 power failure or breakdown in machinery.
22 Set-Off
Except as expressly provided for under this Contract the Buyer shall not be entitled to exercise any right of set-off or counter-claim.
23 Termination
The Company may, without prejudice to any of its rights, terminate the Contract forthwith by notice to the Buyer or to any person in whom the contract may have become vested if:
23.1 the Buyer becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the
purposes of amalgamation or reconstruction);
23.2 the Buyer ceases, or threatens to cease, to carry on his business; or
23.3 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
24 Dispute Resolution
24.1 If any dispute or difference shall arise between the parties in connection with or arising out of the Contact then either party may give the other 7 days’ notice to resolve the dispute or difference through an alternative dispute resolution (ADR) procedure as recommended by the Centre for Dispute Resolution. If the matter has not been resolved by an ADR procedure within 56 days of such notice having been received or if the other party will not participate in the ADR procedure then the dispute shall be referred to arbitration in accordance with sub-clause 24.2.
24.2 If any dispute or difference which may arise between the parties in connection with or arising out of the Contract is not so resolved as specified in sub-clause 24.1 then either party shall give to the other 14 days written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice or, in default of agreement, as may be nominated by the President for the time being of the Chartered Institute of Arbitrators.
25 Contracts (Rights of Third Parties) Act 1999
Nothing in this Contract is intended to confer any benefit on any person who is not a party to it EXCEPT THAT the
benefit of the Buyer’s obligations are intended to be conferred on any sub-contractor of the Seller.
26 General
26.1 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 such notice;
26.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
26.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
26.4 The Contract shall in all respects be governed by and interpreted in accordance with English law.
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