Terms Of Website Use
For Terms And Conditions For The Supply Of Goods And Services Click
Information about us
www.protectascreen.com is a site operated by Protecta Screen Ltd ("We"). We are registered in England and Wales under company number 2983637 and have our registered office at Leytonstone House, Leytonstone, London, E11 1GA. Our main trading address is 3 Driberg Way, Braintree, Essex, CM7 1NB. Our VAT number is GB 638 0331 54. We are a limited company.
Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Reliance on information posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Information about you and your visits to our site
Transactions concluded through our site
Contracts for the supply of goods formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.
Uploading material to our site
Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with any content standards set out by us from time to time. You warrant that any such contribution will comply with those standards, and you indemnify us for any breach of that warranty.
Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out by us from time to time.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with any content standards set out by us from time to time.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with any content standards set out by us from time to time.
If you wish to make any use of material on our site other than that set out above, please address your request to firstname.lastname@example.org
Links from our site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
Jurisdiction and applicable law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
Products marked 'TM' contain UK registered trade marks of Protecta Screen Ltd and our suppliers.
If you have any concerns about material which appears on our site, please contact email@example.com.
Thank you for visiting our site.
Terms And Conditions For The Supply Of Goods And Services
For Terms Of Website Use Click
- 1.1 The definitions and rules of interpretation in this condition apply in these conditions.
- Buyer: the person, firm or company who purchases Goods and/or receives
Services from the Company.
- Company: Protecta Screen Limited.
- Contract: any contract between the Company and the Buyer for the
sale and purchase of Goods and/or the provision of Services.
- Delivery Point: the place where delivery of the Goods is to take
place under condition 5.
- Goods: any goods agreed in the Contract to be supplied to the Buyer
by the Company (including any part or parts of them).
- Limit of Indemnity: currently the maximum amount of £5,000,000
reduced by any one occurrence or all occurrences of a series consequent on or attributable
to one source or original cause happening during any period of insurance for which
the Company's insurers accept a premium.
- Services: the services supplied by the Company to the Customer
as set out in the Service Specification.
- Service Specification: any specification for the Services provided
in writing by the Company to the Customer or agreed in writing by the Company and
- VAT: value added tax chargeable under English law for the time
being and any similar additional tax.
- Reference to a law is reference to it as it is in force for the time being taking
account of any amendment, extension, application or re-enactment and includes any
subordinate legislation for the time being in force made under it. Words in the
singular include the plural and in the plural include the singular. Reference to
one gender includes reference to the other. Condition headings do not affect the
interpretation of these conditions.
- Application of Terms
- 2.1 Subject to any variation under condition 2.3 the Contract shall be on these
conditions to the exclusion of all other terms and conditions (including any terms
or conditions which the Buyer purports to apply under any purchase order, confirmation
of order, specification or other document).
- 2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's
purchase order, confirmation of order, specification or other document shall form
part of the Contract as a result of such document being referred to in the Contract.
- 2.3 These conditions apply to all the Company's sales and any variation to these
conditions and representations about the Goods and/or Services shall have no effect
unless expressly agreed in writing and signed by a director of the Company. The
Company’s sales representatives have no authority to accept, vary or amend any of
these conditions. The Buyer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Company which is
not set out in the Contract. Nothing in this condition shall exclude or limit the
Company's liability for fraudulent misrepresentation.
- 2.4 Each order or acceptance of a quotation for Goods and/or Services by the Buyer
from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or
Services subject to these conditions.
- 2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until
a written acknowledgement of order is issued by the Company or (if earlier) the
Company delivers the Goods and/or provide the Services to the Buyer.
- 2.6 The Buyer shall ensure that the terms of its order and any applicable specification
are complete and accurate.
- 2.7 Any quotation is given on the basis that no Contract shall come into existence
until the Company despatches an acknowledgement of order to the Buyer or (if earlier)
the Company delivers the Goods and/or provide the Services to the Buyer. Any quotation
is valid for the period set out on the quotation or, in the absence thereof for
30 days, provided that the Company has not previously withdrawn it.
- 2.8 All of these Conditions shall apply to the supply of both Goods and Services
except where application to one or the other is specified.
- 3.1 The quantity and description of the Goods shall be as set out in the Company's
quotation or acknowledgement of order (if any). Without prejudice any other provision
of these terms, all quantities and descriptions are subject to stock availability.
- 3.2 All samples, drawings, descriptive matter, specifications and advertising issued
by the Company and any descriptions or illustrations contained in the Company's
catalogues or brochures are issued or published for the sole purpose of giving an
approximate idea of the Goods and/or Services described in them. They shall not
form part of the Contract and this is not a sale by sample.
- Advice in connection with Goods
- 4.1 An "Authorised Officer" shall be an officer employee contractor or
agent of the Company whose details are notified to the Buyer by the Company in writing
from time to time and in the absence of such notification shall be any of the Company's
- 4.2 Any advice or recommendation given by the Company or its employees contractors
or agents to the Buyer or its employees contractors or agents in connection with
Goods including, without limitation, as to storage application use or suitability
- 4.3 Any Advice not confirmed in writing by an Authorised Officer is followed or
acted on entirely at the Buyer's own risk.
- 4.4 Subject to condition 12.3 the Company excludes all liability for all and any
damage or loss whether direct or consequential which may arise from the Buyer following
or acting on any Advice or recommendation not confirmed by an Authorised Officer
of the company in writing nor does the Company guarantee or warrant any such unconfirmed
- 4.5 In respect of any Advice confirmed in writing by an Authorised Officer ("Confirmed
Advice") the Company warrants that the Authorised Officer has used reasonable
care and skill in giving the Confirmed Advice and to a standard which conforms to
generally accepted industry standards and practices.
- 4.6 Save as set out in condition 4.5, the Company does not warrant any Confirmed
Advice or that any result or objective, whether stated in the Confirmed Advice or
not shall be achieved or owing or acting on any Confirmed Advice.
- 4.7 Subject to condition 12.3 the Company's total liability in contract tort (including
negligence or breach of statutory duty) misrepresentation restitution or otherwise
in connection with Confirmed Advice shall be limited as set out in conditions 12.4
- 4.8 Where the Buyer requires Advice it is strongly advised to obtain independent
advice and/or make a request in writing to the Company for Confirmed Advice to be
given provided always that the Company shall be entitled to adjust the Contract
price to take into account any Confirmed Advice to be given to the Buyer. Any Contract
price quoted or agreed upon prior to the Company providing Confirmed Advice is quoted
or agreed on the basis that no Confirmed Advice is required by the Buyer.
- Delivery of Goods
- 5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at
the Company's place of business.
- 5.2 Any dates specified by the Company for delivery of the Goods are intended to
be an estimate and time for delivery shall not be made of the essence by notice.
If no dates are so specified, delivery shall be within a reasonable time.
- 5.3 Subject to the other provisions of these conditions the Company shall not be
liable for any direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of business,
depletion of goodwill and similar loss), costs, damages, charges or expenses caused
directly or indirectly by any delay in the delivery of the Goods (even if caused
by the Company's negligence), nor shall any delay entitle the Buyer to terminate
or rescind the Contract unless such delay exceeds three months.
- 5.4 If for any reason the Buyer fails to accept delivery of any of the Goods when
they are ready for delivery, or the Company is unable to deliver the Goods on time
because the Buyer has not provided appropriate instructions, documents, licences
or authorisations: (a) risk in the Goods shall pass to the Buyer (including for
loss or damage caused by the Company's negligence); and (b) the Goods shall be deemed
to have been delivered; or (c) the Company may store the Goods until delivery, whereupon
the Buyer shall be liable for all related costs and expenses (including, without
limitation, storage and insurance).
- 5.5 The Buyer shall provide at the Delivery Point and at its expense adequate and
appropriate equipment and manual labour for loading or unloading of the Goods.
- 5.6 The Company may cancel delivery if the Company believes it would be unsafe unlawful,
unnecessarily or difficult to deliver to the Delivery Point and delivery shall take
place upon the return of the Goods to the Company’s place of business.
- 5.7 Where applicable, if the Company delivers to the Buyer a quantity of Goods of
up to 10% more or less than the quantity accepted by the Company, the Buyer shall
not be entitled to object to or reject the Goods or any of them by reason of the
surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
- 5.8 The Company may deliver the Goods by separate instalments. Each separate instalment
shall, subject to condition 5.9, be invoiced and paid for in accordance with the
provisions of the Contract.
- 5.9 Each instalment shall be a separate Contract and no cancellation or termination
of any one Contract relating to an instalment shall entitle the Buyer to repudiate
or cancel any other Contract or instalment.
- Non-Delivery of Goods
- 6.1 The quantity of any consignment of Goods as recorded on despatch from the Company's
place of business shall be conclusive evidence of the quantity received on delivery
unless the Buyer can provide conclusive evidence proving the contrary.
- 6.2 The Company shall not be liable for any non-delivery of Goods (even if caused
by the Company's negligence) unless the Buyer gives written notice to the Company
of the non-delivery within 7 days of the date when the Goods would in the ordinary
course of events have been delivered.
- 6.3 Any liability of the Company for non-delivery of the Goods shall be limited
to replacing the Goods within a reasonable time or issuing a credit note at the
pro rata Contract rate against any invoice raised for such Goods.
- Risk/Title in Goods
- 7.1 The Goods are at the risk of the Buyer from the time of delivery.
- 7.2 If a Delivery Point other than the Company’s place of business is agreed in
accordance with condition 5.1 risk in transit shall remain with the Buyer until
delivery at the Delivery Point provided that if the Buyer is unable using its best
endeavours to procure suitable insurance cover against damage to the Goods during
transit the Company will at its option replace any goods proved to the Company’s
satisfaction to have been damaged in transit subject to having received from the
Buyer within 48 hours after delivery notification in writing of the occurrence of
the damage and also, if and so far as practicable, of its nature and extent.
- 7.3 Ownership of the Goods shall not pass to the Buyer until the Company has received
in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods;
and (b) all other sums which are or become due to the Company from the Buyer.
- 7.4 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold
the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods (at
no cost to the Company) separately from all other goods of the Buyer or any third
party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating
to the Goods; and (d) maintain the Goods in satisfactory condition and keep them
insured on the Company's behalf for their full price against all risks to the reasonable
satisfaction of the Company. On request the Buyer shall produce the policy of insurance
to the Company.
- 7.5 The Buyer may resell the Goods before ownership has passed to it solely on the
following conditions: (a) any sale shall be effected in the ordinary course of the
Buyer's business at full market value; and (b) any such sale shall be a sale of
the Company's property on the Buyer's own behalf and the Buyer shall deal as principal
when making such a sale.
- 7.6 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) any of the matters set out in condition 13.1 (a) to (o) occur; or (b) the Buyer
encumbers or in any way charges any of the Goods.
- 7.7 The Company shall be entitled to recover payment for the Goods notwithstanding
that ownership of any of the Goods has not passed from the Company.
- 7.8 The Buyer grants the Company its agents and employees an irrevocable licence
at any time to enter any premises where the Goods are or may be stored in order
to inspect them or where the Buyer's right to possession has terminated, to recover
- 7.9 Where the Company is unable to determine whether any Goods are the goods in
respect of which the Buyer's right to possession has terminated, the Buyer shall
be deemed to have sold all goods of the kind sold by the Company to the Buyer in
the order in which they were invoiced to the Buyer.
- 7.10 On termination of the Contract the Company's (but not the Buyer's) rights contained
in this condition 7 shall remain in effect.
- Prices for Goods and Charges for Services
- 8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall
be the price set out in the Company's price list published on the date of delivery
or deemed delivery.
- 8.2 The price for the Goods and the charges for Services shall be exclusive of any
VAT and all costs or charges in relation to packaging, loading, unloading, carriage
and insurance, all of which amounts the Buyer shall pay in addition when it is due
to pay for the Goods and/or Services.
- 8.3 The charges for Services shall be on a time and materials basis calculated in
accordance with the Company's standard fee rates, as agreed with the Customer and
the Company shall be entitled to charge the Customer for any expenses reasonably
incurred by the individuals whom the Company engages in connection with the Services
and for the cost of services provided by third parties and required by the Company
for the performance of the Services.
- 8.4 The Company reserves the right, by giving written notice to the Buyer at anytime
before delivery, to increase the price of the Goods or the charges for the Services
to reflect any increase in the cost to the Company which is due to any factor beyond
the reasonable control of the Company (including without limitation, any increase
in packaging, insurance, transportation costs, costs of labour, materials or other
costs of manufacture, taxes, tariffs or import duties (where applicable) or changes
in legislation or regulations) or any changes in delivery dates, quantities or specifications
for the Goods and/or the Services which are requested by the Buyer or any delay
caused by failure of the Buyer to give the Company adequate information or instructions.
- 8.4 The Buyer agrees and acknowledges that the price for the Goods and the charges
for the Services are based upon the limitations of liability set out in conditions
4 and 12 and upon the limited warranties given in conditions10 and 11.
- Payment for Goods and Services
- 9.1 Unless otherwise agreed by the Company in writing, payment of the price for
Goods or of charges for Services is due in cleared funds in advance and the Company
shall invoice the Customer prior to the provision of Goods and/or Services.
- 9.2 Where the Company has agreed that, payment of the price for Goods or of charges
for Services is not due in advance then payment shall be due in cleared funds on
the last day of the month immediately following the month in which an invoice is
raised by the Company and, in respect of Goods, the Company may invoice the Customer
at any time after the Goods are delivered or deemed to be delivered, in respect
of Services, the Company may invoice the Customer weekly or monthly (at the Company’s
discretion) in arrears.
- 9.2 Time for payment shall be of the essence.
- 9.3 No payment shall be deemed to have been received until the Company has received
- 9.4 All payments payable to and invoices submitted by the Company under the Contract
shall become due immediately on its termination.
- 9.5 The Buyer shall make all payments due under the Contract in full 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 Company to the Buyer. The Buyer shall not be entitled to withhold
any payments due under the Contract because of a disputed claim of any nature.
- 9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract:
- 9.6.1 the Buyer shall be liable to pay interest to the Company on such sum from
the due date for payment at the annual rate of 6% above the base lending rate from
time to time of the Bank of England, accruing on a daily basis until payment, before
or after any judgment but the Company reserves the right to interest under the Late
Payment of Commercial Debts (Interest) Act 1998; and
- 9.6.2 the Company shall be entitled to suspend or cancel all future deliveries of
Goods to or the performance of Services for the Buyer.
- 9.7 In the event that any variation is agreed between the Company and the Buyer
regarding payment terms, which results in credit terms being extended to the Buyer,
any such variation will cease and the amount of any debt owed will be payable forthwith
on the occurrence of any of the matters set out in condition 13.1 (a) to (o).
- 9.8 Without prejudice to any other right or remedy of the Company any payment by
the Buyer by cheque, which results in a cheque being referred to the drawer for
whatever reason, will incur a charge of £50 plus VAT per cheque payable by the Buyer.
- 9.9 The Company may apply all or any part of any sum owing by the Company its subsidiaries
or associates to the Buyer in relation to any matter in or towards payment of any
sum owing to the Company. For this purpose references to the Company or the Buyer
include any company which is a holding company, subsidiary or associate of the Company
or the Buyer respectively.
- 9.10 The Company may appropriate any payment made by the Buyer to the Company against
amounts that are owed by the Buyer to the Company for the longest period not withstanding
any prior appropriation of that payment by the Buyer.
- 9.11 In the event of default of payment by the Buyer to the Company under the Contract
for any reason then the directors partners or members (as appropriate) of the Buyer
if it is a company, limited partnership or limited liability partnership jointly
and severally undertake to (a) indemnify the Company for all and any losses claims
damages costs charges expenses liabilities demands proceedings and actions which
the Company may sustain or incur or which may be brought or established against
the Company by any person which arises out of in relation to or by reason of any
such default; and (b) guarantee, as principal debtors, that any such payment will
be made to the Company immediately on demand.
- Quality of Goods
- 10.1 The Company warrants that (subject to the other provisions of these conditions)
on delivery the Goods shall: (a) be of satisfactory quality within the meaning of
the Sale of Goods Act 1979; (b) be reasonably fit for any particular purpose for
which the Goods are being bought if the Buyer had made known that purpose to the
Company in writing and the Company has confirmed in writing that it is reasonable
for the Buyer to rely on the skill and judgement of the Company. For the avoidance
of doubt, the warranties given in this condition 10.1 are given in lieu and shall
exclude the operation of the implied terms as to satisfactory quality and fitness
for purpose in the Sale of Goods Act 1979, to the fullest extent permitted by law.
- 10.2 The Company shall not be liable for a breach of any of the warranties in condition
10.1 unless: (a) the Buyer gives written notice of the defect to the Company within
7 days of the time when the Buyer discovers or ought to have discovered the defect,
whichever is the earlier; and (b) the Company is given a reasonable opportunity
after receiving the notice of the defect from the Buyer of examining such Goods
and the Buyer (if asked to do so by the Company) returns such Goods to the Company's
place of business for the examination to take place there.
- 10.3 The Company shall not be liable for a breach of any of the warranties in condition
10.1 if: (a) the Buyer makes any further use of such Goods after giving such notice;
or (b) the defect arises because the Buyer failed to follow the Company's oral or
written instructions as to the storage, installation, commissioning, use or maintenance
of the Goods or (if there are none) good trade practice; or (c) the Buyer carries
out, repairs itself or brings about changes in the nature, composition or packaging
of the Goods delivered, or has these carried out or brought about by third parties,
or if the Goods delivered are used improperly or for any purpose other than that
for which they are meant or are marinated and/or stored improperly or contrary to
any agreed or legal regulations or if the defect of the Goods can be ascribed to
the other party in any way.
- 10.4 Subject to condition 10.2 and 10.3, if any of the Goods do not conform with
any warranties in condition 10.1 the Company shall at its option replace such Goods
(or the defective part) or refund the price of such Goods at the pro rata Contract
rate provided that, if requested, the Buyer shall return the Goods or the part of
such Goods which is defective to the Company.
- 10.5 If the Company complies with condition 10.4 it shall have no further liability
for a breach of any of the warranties in condition 10.1 in respect of such Goods
and any Goods replaced shall belong to the Company.
- Supply of Services
- Company’s Obligations
- 11.1 The Company shall provide the Services to the Customer in accordance with the
Service Specification in all material respects.
- 11.2 The Company shall use its reasonable endeavours to meet any performance dates
for the Services agreed in writing with the Customer, but any such dates shall be
estimates only and time shall not be of the essence for the performance of the Services.
- 11.3 The Company shall have the right to make any changes to the Services which
are necessary to comply with any applicable law or safety requirement, or which
do not materially affect the nature or quality of the Services, and the Company
shall notify the Customer in any such event.
- 11.4 The Company warrants to the Customer that the Services will be provided using
reasonable care and skill.
- Customer's obligations
- 11.5 The Customer shall:
- (a) co-operate with the Company in all matters relating to the Services; (b) provide
the Company, its employees, agents, consultants and subcontractors, with access
to the Customer's premises, office accommodation and other facilities as reasonably
required by the Company to provide the Services; (c) provide the Company with such
information and materials as the Company may reasonably require to supply the Services,
and ensure that such information is accurate in all material respects; (d) prepare
the Customer's premises for the supply of the Services; (e) obtain and maintain
all necessary licences, permissions and consents which may be required for the Services
before the date on which the Services are to start; and (f) keep and maintain all
materials, equipment, documents and other property of the Company (“Company Materials”)
at the Customer's premises in safe custody at its own risk, maintain the Company
Materials in good condition until returned to the Company, and not dispose of or
use the Company Materials other than in accordance with the Company's written instructions
- 11.6 If the Company's performance of any of its obligations in respect of the Services
is prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (“Customer Default”): (a) the Company
shall without limiting its other rights or remedies have the right to suspend performance
of the Services until the Customer remedies the Customer Default, and to rely on
the Customer Default to relieve it from the performance of any of its obligations
to the extent the Customer Default prevents or delays the Company's performance
of any of its obligations; (b) the Company shall not be liable for any costs or
losses sustained or incurred by the Customer arising directly or indirectly from
the Company's failure or delay to perform any of its obligations as set out in this
condition 11.6; and (c) the Customer shall reimburse the Company on written demand
for any costs or losses sustained or incurred by the Company arising directly or
indirectly from the Customer Default.
- Limitation of Liability
- 12.1 Subject to conditions 4 to 7 (inclusive), 10 and 11, the following provisions
set out the entire financial liability of the Company (including any liability for
the acts or omissions of its employees, agents and sub-contractors) to the Buyer
in respect of: (a) any breach of these conditions; (b) any use made or resale by
the Buyer of any of the Goods, or of any product incorporating any of the Goods;
(c) the supply of the Goods and/or Services; and (d) any representation, statement
or tortious act or omission including negligence arising under or in connection
with the Contract.
- 12.2 All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979 or
section 2 of the Supply of Goods and Services Act 1982, whichever Act applies to
the Contract) are, to the fullest extent permitted by law, excluded from the Contract.
- 12.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or (b) under
section 2(3) Consumer Protection Act 1987; or (c) for any matter which it would
be illegal to attempt to exclude its liability; or (d) for fraud or fraudulent misrepresentation.
- 12.4 Subject to condition 12.3 the Company's total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with the performance or contemplated performance of the Contract
shall be limited to the Contract price plus 25%.
- 12.5 In the event that the limitation on liability set out in condition 12.4 is
found by any court, tribunal or administrative body of competent jurisdiction to
be illegal, invalid, void, voidable, unenforceable or unreasonable then subject
to condition 12.3 the Company's total liability in contract, tort (including negligence
or breach of statutory duty), misrepresentation, restitution or otherwise, arising
in connection with the performance or contemplated performance of the Contract shall
be limited to the Limit of Indemnity remaining from time to time in accordance with
the Company's public/products liability insurance (policy number EG COM 6349740
or such other limit of indemnity as may apply to any replacement or amended public/products
liability insurance effected by the Company from time to time, in either case, a
copy of which shall be provided to the Buyer on request).
- 12.6 Subject to condition 12.3 the Company shall not be liable to the Buyer for
loss of profit, loss of business, or depletion of goodwill in each case whether
direct, indirect or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- 13.1 The Company may terminate the Contract without liability to the Buyer immediately
(or following such period as it sees fit) by giving notice to the Buyer if: (a)
the Buyer fails to pay any amount due under the Contract on the date for payment
and remains in default for more than 7 days; or (b) the Buyer commits a breach of
any term of the Contract and (if remediable) fails to remedy that breach in 14 days;
or (c) the Buyer repeatedly breaches any of the Contract in such a manner as to
reasonably justify the opinion that its conduct is inconsistent with having the
intention or ability to give effect to the terms of the Contract; or (d) the Buyer
suspends or threatens to suspend payment of its debts or is unable to pay its debts
as they fall due or admits inability to pay its debts or is deemed either unable
to pay its debts (being a company within the meaning of section 123 of the Insolvency
Act 1986) or as having no reasonable prospect of so doing within the meaning of
section 268 of the Insolvency Act 1986 or in the case of a partnership has any partner
to whom foregoing applies; or (e) the Buyer commences negotiations with any of its
creditors with a view to rescheduling any of its debts, or makes a proposal for
or enters into any compromise or arrangement with its creditors; or (f) a petition
is filed, a notice is given, a resolution is passed, or an order is made, for or
in connection with the winding up of the Buyer; or (g) an application is made to
court, or an order is made, for the appointment of an administrator or if a notice
of intention to appoint an administrator is given or if an administrator is appointed
over the Buyer; or (h) a floating charge holder over the assets of the Buyer has
become entitled to appoint or has appointed an administrative receiver; or (i) a
person becomes entitled to appoint a receiver over the assets of the Buyer or a
receiver is appointed over the assets of the Buyer; or (j) the Buyer, being an individual,
is the subject of a bankruptcy petition or order; or (k) a creditor or encumbrance
of the Buyer attaches or takes possession of, or a distress, execution, sequestration
or other such process is levied or enforced on or sued against, the whole or any
part of its assets and such attachment or process is not discharged within 14 days;
or (l) any event occurs, or proceeding is taken, with respect to the Buyer in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in condition 12.1(d) to condition 13.1(k) (inclusive);
or (m) the Buyer suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business; or (n) the Buyer, being an individual,
dies or, by reason of illness or incapacity (whether mental or physical), is incapable
of managing his or her own affairs or becomes a patient under any mental health
legislation; or (o) there is a change of control of the Buyer.
- 13.2 In the event of termination in accordance with condition 13.1 or of any order
being cancelled by the Buyer, the Buyer shall indemnify the Company against all
loss (including profits) costs (including labour and overheads) and all other expenses
and damages reasonably and properly incurred by the Company in connection with the
Contract and its termination.
- 14.1 The Company may assign the Contract or any part of it to any person, firm or
- 14.2 The Buyer shall not be entitled to assign the Contract without the prior written
consent of the Company. The Company shall not be deemed to have accepted an assignment
of the Contract due to any circumstance or pursuant to any act or omission of the
Company including, without limitation, the acceptance of payments or obligations
under the Contract from a third party.
- Force Majeure
- The Company reserves the right to defer the date of delivery or to cancel the Contract
or reduce the volume of the Goods ordered by the Buyer or to cancel or suspend the
provision of the Services (without liability to the Buyer) if it is materially prevented
from or delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, without limitation, acts of God, governmental
or regulatory actions (including orders preventing the movement of Goods), changes
in legislation or codes of practice, war or national emergency, acts of terrorism,
protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes
or other labour disputes (whether or not relating to either party's workforce),
failure of sub-contractors or restraints or delays affecting carriers or inability
or delay in obtaining supplies of adequate or suitable materials, provided that,
if the event in question continues for a continuous period in excess of six months,
the Buyer shall be entitled to give notice in writing to the Company to terminate
- 16.1 Each right or remedy of the Company under the Contract is without prejudice
to any other right or remedy of the Company.
- 16.2 If any provision of the Contract is found by any court, tribunal or administrative
body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of such illegality, invalidity,
voidness, voidability, unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the remainder of such provision
shall continue in full force and effect.
- 16.3 Failure or delay by the Company in enforcing or partially enforcing any provision
of the Contract shall not be construed as a waiver of any of its rights under the
- 16.4 Any waiver by the Company of any breach of, or any default under, any provision
of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach
or default and shall in no way affect the other terms of the Contract.
- 16.5 The parties to the Contract do not intend that any term of the Contract shall
be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person that is not a party to it.
- 16.6 The formation, existence, construction, performance, validity and all aspects
of the Contract shall be governed by English law and the parties submit to the exclusive
jurisdiction of the English courts.
- 17.1 All communications between the parties about the Contract shall be in writing
and delivered by hand or sent by pre-paid first class post or sent by fax: (a) (in
case of communications to the Company) to its registered office or such changed
address as shall be notified to the Buyer by the Company; or (b) (in the case of
the communications to the Buyer) to the registered office of the addressee (if it
is a company) or (in any other case) to any address of the Buyer set out in any
document which forms part of the Contract or such other address as shall be notified
to the Company by the Buyer.
- 17.2 Communications shall be deemed to have been received: (a) if sent by pre-paid
first class post, two days (excluding Saturdays, Sundays and holidays) after posting
(exclusive of the day of posting); or (b) if delivered by hand, on the day of delivery;
or (c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission,
otherwise the next working day.
- 17.3 Communications addressed to the Company shall be marked for the attention of
a director or the directors of the Company.
- Change of Status
- 18.1 The Company must immediately be notified in writing of any material change
of the Buyer including, without limitation, change of name, change of registered
or head office, change to a limited company or partnership and shall be entitled
to its option to terminate the Contract by immediate notice to the Buyer.
- 18.2 For the avoidance of doubt, failure by the Company to give a notice in accordance
with condition 18.1 shall not constitute acceptance of the relevant charge or a
waiver of the Company’s right of termination payment to condition 18.1.
- The Buyer shall each keep confidential and shall not without the prior consent in
writing of the other disclose to any third-party any technical or commercial information
which it has acquired from the other as a result of discussions, negotiations and
other communications between them relating to the Goods and the Contract.
- We do not have a cancellation policy.
- Additional Special Terms and Conditions
- Where any conflict exists between these conditions and any Additional Special Terms
and Conditions supplied to you the latter shall prevail.
I have read the terms and conditions as stated above and have read and understood
them and consider them to be reasonable and agree to abide by them.
MY ATTENTION HAS SPECIFICALLY BEEN DRAWN TO CONDITION 12 (LIMITATION OF LIABILITY),
CONDITIONS 10 AND 11 (LIMITED WARRANTIES), CONDITION 4 (ADVICE) AND THE
ADDITIONAL SPECIAL TERMS AND CONDITIONS (IF ANY).
Director / Proprietor / Partner / LLP Member (delete as appropriate)