Terms & Conditions

Sale of Goods Terms.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Conditions.

– Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

– Buyer: the person, firm or company who purchases the Goods from the Company.

– Company: Staycold Export Ltd whose company number is 03219772 and whose registered office is Hawarden Business Park, Hawarden, Flintshire, North Wales, CH5 3US, United Kingdom.

– Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.10.

– Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.

– delivery: has the meaning given in clause 4.3.

– Delivery Point: the place where delivery of the Goods is to take place, as set out in the Order Acknowledgment or such other location as the parties may agree.

– Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

– Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

– Incoterms: the International Commercial Terms published by the ICC as in force from time to time.

– Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

– Islands: any of the British Isles excluding mainland England, Scotland and Wales.

– Manual: the operation and maintenance instructions manual for the Goods available on request from the Company and provided to the Buyer by the Company on delivery of the Goods, as updated from time to time.

– Order: the Buyer's order for the Goods, as set out in the Buyer's purchase order form, the Buyer's written acceptance of the Company's quotation, or overleaf, as the case may be.

– Order Acknowledgement: the written acknowledgement of the Order provided by the Company to the Buyer in accordance with clause 2.5.

– Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Company.

– Warranty Duration: the duration of the warranty given in clause 9.1 as set out in the Order Acknowledgement, or one year in the event that no duration is specified.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a party includes its personal representatives, successors and permitted assigns.

1.4 A reference to legislation or a legislative provision is a reference to it as it is in force for the time being. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.5 Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.6 A reference to writing or written excludes fax but includes email.

2. Application of Terms

2.1 Subject to any variation under clause 2.3 these Conditions apply to the Contract to the exclusion of any other terms and conditions (including any terms or conditions which the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's Order, Specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract and the Buyer waives any right it might otherwise have to rely on any term or condition endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.

2.3 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. 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 clause 2.3 shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.5 No Order placed by the Buyer shall be deemed to be accepted by the Company until a written acceptance of the Order is issued by the Company (Order Acknowledgment).

2.6 A quotation for the Goods given by the Company shall not constitute an offer. Any quotation is given on the basis that no Contract shall come into existence until the Company issues an acceptance of the Order to the Buyer.

3. Description

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or the Order Acknowledgment. The quantity and description of the Goods shall be as set out in the Company's records which shall stand as absolute proof of what order the Buyer made.

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 described in them. They shall not form part of the Contract, nor have any contractual force.

3.3 The Company gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.

3.4 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Company 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 in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Specification. This clause 3.4 shall survive termination of the Contract.

3.5 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Buyer in any such event.

4. Delivery & Storage

4.1 Subject to clause 4.16, the Company shall deliver the Goods to the agreed Delivery Point at any time after the Company notifies the Buyer that the Goods are ready. Unless otherwise agreed by the Company, the Delivery Point must have unrestricted ground floor access without lifting up or down steps or accessing the floor by lift. A non-exhaustive list of matters which may give rise to extra cost with regards delivery are: (i) an address where access is only available via a pedestrian precinct; or (ii) where stairs or waiting restrictions are involved. The Buyer must declare any potential access restrictions whatsoever to the Company at the time that the Order is placed.

4.2 It is the Buyer's responsibility to ensure that the access doorways are large enough and that a clear space exists where the Goods may be left.

4.3 Delivery is fulfilled on the completion of unloading of the Goods at the Delivery Point, unless the parties have agreed that Incoterms will apply to the delivery of the Goods pursuant to clause 4.16.

4.4 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If no dates are so specified, delivery shall be within a reasonable time.

4.5 If the Company fails to deliver the Goods, its liability shall, at the Company's sole discretion, be limited to replacing the Goods within a reasonable time or issuing a refund of an amount equal to the price actually paid by the Buyer to the Company for those Goods, which have not been delivered. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If any Goods are delivered damaged, the Buyer must inform the Company. The damage must be notified within three Business Days of delivery taking place. The Company reserves the right to repair or replace the Goods in question at its own discretion.

4.7 If the Buyer has paid for the 'unpack and position' service, the following shall apply (in addition to clauses 4.1 and 4.2):

• (a) The Company will place the Goods in their intended location, as notified by the Buyer, within the Buyer's premises;

• (b) It is the Buyer's responsibility to ensure that the access doorways are large enough and that there is a clear route with sufficient space for the Goods to be delivered without damage to the surroundings or to the Goods themselves;

• (c) Unless expressly agreed otherwise, the Company is not responsible for the taking away, removal and/or disposal of any goods or equipment which the Goods are replacing or which the Buyer needs to be disposed of, in order for the Goods to be positioned;

• (d) The final position space for the Goods must already be clear prior to delivery by the Company;

• (e) The Company shall not carry out any form of electrical or mechanical work in order to deliver or position the Goods (for example, extending the electrical cabling). The Buyer is responsible for ensuring the safety and suitability of the electrical supply;

• (f) The Company shall not set up or commission the appliance. For example if shelves, safety grilles, or advertising panels need to be fitted, this is not included;

• (g) The access must be clear and of sufficient gap to fit the appliance. For example, if the Goods are being delivered behind a bar, the Company shall not lift over the bar in the case of a public house, or over the counter in the case of a shop; and

• (h) The Buyer must ensure that services appropriate to the Goods (including power, drainage and water supply) are available within one metre of the intended placement position.

4.8 The Company shall not be liable for any damage caused by the delivery persons including, but not limited to, floor coverings, paintwork, walls or doors.

4.9 In the event that the delivery fails for a reason that is the Buyer's fault then:

• (a) an aborted delivery charge will apply at current rates and according to the size of the Goods; and / or

• (b) the Company may elect that delivery of the Goods is deemed to have been completed at 9.00 am on the third Business Day after the day on which the delivery failed. In which case, risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence), and the Company shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

4.10 If ten Business Days after the day on which the delivery failed, the Buyer has not taken actual delivery of the Goods, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.

4.11 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 despatch or receipt of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.

4.12 Notwithstanding clause 4.9, 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 for any reason which is the Buyer's fault and the Goods are returned to the Company, the following scheme of charges will apply:

• (a) Where Goods are returned in perfect condition within their original packaging, without evidence of having been opened, a re-stocking charge of 20% of the sales price will be applied;

• (b) Where Goods are returned in perfect condition, but with evidence of their original packaging having been opened, a re-stocking charge of 30% of the sales price will be applied; or

• (c) Where Goods are returned having sustained damage of any kind or without packaging, a re-stocking charge of 90% of the sales price will be applied.

4.13 The Buyer shall be responsible at the Delivery Point for all matters relating to the taking delivery of the Goods.

4.14 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.15 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.

4.16 In the event that the Delivery Point is to be outside of Great Britain:

• (a) The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Buyer shall make those licences and consents available to the Company prior to the relevant shipment;

• (b) The parties shall agree between them which form of Incoterms is to apply to the delivery of Goods and the Buyer, by placing the order for the Goods, hereby agrees to abide by the terms of the relevant Incoterms. In the event that the parties cannot agree which Incoterms will apply, the Company shall, in its absolute discretion, determine which Incoterms apply;

• (c) Insofar as the chosen Incoterms conflict with these Conditions, as far as delivery and related matters are concerned, the Incoterms shall prevail. In all other respects, the terms of these Conditions shall prevail unless expressly stated otherwise by the Company in writing; and

• (d) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. The Company will not be liable for any breach by the Buyer of any such laws.

4.17 Unless expressly agreed otherwise or relevant Incoterms apply, risk in and responsibility for the Goods shall pass to the Buyer once they have been made available to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit.

4.18 Subject to clause 4.9, the Company shall not be obliged to store Goods unless agreed otherwise in writing with the Buyer. In the event that the Company does store Goods, it shall be the Buyer's responsibility to ensure that adequate and appropriate insurance is in place with regards the storage. The Company may, but shall not be obliged to, insure the Goods which are stored with the Company. If the Company is storing any Goods, it shall be at liberty to require the Buyer to take delivery of the Goods upon providing the Buyer with five Business Days' notice.

5. Non-Delivery

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 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 3 calendar days of the date when the Goods would in the ordinary course of events have been received.

6. Risk/Title

6.1 Subject to clause 4.17, the Goods are at the risk of the Buyer from the time of delivery or deemed delivery.

6.2 Title in the Goods shall not pass to the Buyer until the earlier of:

• (a) the Company receiving in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account; and

• (b) the Buyer reselling the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 6.4.

6.3 Until title in the Goods has passed to the Buyer:

• (a) the Buyer shall hold the Goods on a fiduciary basis as the Company's bailee;

• (b) the Buyer shall 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) the Buyer must not remove, destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

• (d) the Buyer shall 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;

• (e) the Buyer shall notify the Company immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and

• (f) the Buyer shall give the Company such information as the Company may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Buyer.

6.4 Subject to clause 6.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

• (a) title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs; 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 and not as the Company's agent when making such a sale.

6.5 At any time before title to the Goods passes to the Buyer, the Company may:

• (a) by notice in writing, terminate the Buyer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

• (b) require the Buyer to (at the Buyer's cost) deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them, pursuant to clause 6.8.

6.6 At any time before title to the Goods passes to the Buyer, the Buyer's right to possession of the Goods shall terminate immediately if:

• (a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or

• (b) the Buyer encumbers or in any way charges any of the Goods.

6.7 The Company shall be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from the Company.

6.8 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 them.

6.9 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.

6.10 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this clause 6 shall remain in effect.

7. Price

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be either:

• (a) the price set out in the Order Acknowledgement; or

• (b) if no such price is quoted or is found to be incorrect by the Company, the price set out in the Company's price list published on the date of delivery or deemed delivery; or

• (c) if the Company and the Buyer have agreed prices for a fixed period of time, such prices as have been agreed.

7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to delivery, 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.

7.3 The Company may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

• (a) any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

• (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

• (c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

8. Payment

8.1 Payment of the price for the Goods is due in pounds sterling unless agreed otherwise.

8.2 No payment shall be deemed to have been received until the Company has received cleared funds.

8.3 Time for payment shall be of the essence.

8.4 Payment shall be dealt with as follows:

• (a) The Buyer shall pay the Company's invoice in respect of the Goods within 30 days of the date of the invoice, or the date of delivery, whichever is the earlier; or, in the alternative,

• (b) The Company may insist that payment is made in advance of the Goods being supplied; or, in the alternative,

• (c) The Company and the Buyer can agree such payment mechanism as they consider appropriate. Such agreement shall only bind the Company if made in writing and confirmed by the Company as being valid.

8.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.6 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.

8.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract, then without limiting the Company's remedies under clause 11, the Buyer shall pay interest on the overdue sum from the due date for payment until payment of the overdue sum, whether before or after judgement, at the rate of 4% per year above the Bank of England's base rate from time to time, but at 4% per year for any period when that base rate is below 0%. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Quality

9.1 The Company warrants that on delivery and for the Warranty Duration that the Goods shall:

• (a) conform in all material respects to the Specification;

• (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Company; and

• (c) comply with all applicable statutory and regulatory requirements.

9.2 The Buyer may reject any Goods delivered to it that do not comply with clause 9.1, provided that:

• (a) notice of rejection is given to the Company in accordance with clause 9.10: (i) in the case of a defect that is apparent on normal visual inspection, within three Business Days of delivery; (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent;

• (b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods; and

• (c) none of the events listed in clause 9.4 apply.

9.3 If the Buyer fails to give notice of rejection in accordance with clause 9.2, it shall be deemed to have accepted the Goods.

9.4 The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 9.1 in any of the following events:

• (a) the Buyer makes any further use of those Goods after giving notice in accordance with clause 9.2;

• (b) the defect arises because the Buyer failed to follow the Company's oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods as set out in the Manual or otherwise or (if there are none) good trade practice regarding the same. This means any denting, glass breakage, overfilling or use for any purpose other than set out in the Manual is excluded;

• (c) the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer;

• (d) the Buyer alters or repairs those Goods without the written consent of the Company or uses unofficial spare parts;

• (e) the defect arises as a result of fair wear and tear (including failure or lack of clarity of any LED and associated drivers, starters, hinges, locks, door gaskets, seals and plastic components), wilful damage, incorrect usage, negligence, or abnormal storage or working conditions (for example, but not limited to, glass breakage, blocked door channels, blocked water drainage pipe or use of incorrect or low quality chemicals);

• (f) the defect arises as a result of incorrect positioning of the appliance (for example an open deck cabinet being positioned beside a doorway or beside an overhead fan or placing any cabinet in direct sunlight or a cabinet not having been given sufficient ventilation space);

• (g) the defect arises as a result of problematic water supply, drainage, limescale or blocked filters;

• (h) the defect arises due to blocked condensers or the thermostat being set incorrectly. (thermostat settings and condenser cleaning are the responsibility of the end user);

• (i) the defect arises due to inadequate, unsuitable or unstable electricity supply; or

• (j) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

• (k) the defect arises as a result of corrosion, staining or disfigurement of the cabinet, door or fittings;

• (l) the Goods are located outside of the United Kingdom or any European Union member country.

9.5 If any of the Goods do not conform with the terms of the Contract the Company shall at its option repair or replace such Goods (or the defective part) (including replacement with a unit of similar age and condition) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall return the Goods or the part of such Goods which is defective to the Company.

9.6 Once the Company has complied with the Buyer's request, it shall have no further liability to the Buyer for the rejected Goods' failure to comply with clause 9.1.

9.7 The Buyer shall be responsible for the removal or re-installation of the Goods, including any associated costs. Examples of such costs would include, if a kitchen needs to be partially disassembled to gain access to the Goods, if paving needs to be taken up or replaced, or if a power cable needs to be extended. The original supplier of the surrounding units may need to be involved and the Buyer or their end customer must make arrangements and pay for this themselves. The Company is not responsible for any damage or detriment to the original set up or surroundings (such as kitchen or bar) whilst making the repair, replacement or exchange of the Goods. The Buyer or their end customer must make the Goods available for service by the Company, which shall include removal of the Goods from the place of building-in.

9.8 If a decision is made by the Company to replace any Blastcool branded Goods, it is the responsibility of the Buyer for safe disposal of the old Goods in accordance with the regulations and law of the country in which the Goods are located.

9.9 The warranty in clause 9.1 only applies to Goods located in the United Kingdom and European Union member countries. If the Goods are located in the Islands, the Company shall provide spare parts for the Goods on production by the Buyer of a professional service engineer's report detailing an issue which is covered by the warranty. However, the Company shall not be liable to pay for any labour or associated travel costs in order to inspect, service or repair the Goods. Such costs are excluded from the warranty under clause 9.1.

9.10 For a warranty claim under clause 9.2 to be accepted by the Company, the Buyer must contact the customer service by email at neworders@staycold.co.uk with the following supporting information:

• (a) the original sales invoice from the Company for the Goods and if applicable, the original sales invoice issued by the Buyer to the end customer. If applicable, the end customer's invoice must not be dated more than 3 months older than the related Company invoice to the Buyer;

• (b) a photo of the Goods in-situ such that the nature and context of the installation can be identified;

• (c) a photo of the serial number and rating plate (to be found on the right-hand side interior sidewall of the Goods);

• (d) a written description of the issue. The Company may ask for additional photos or video evidence to enable the Company to diagnose the problem and send the appropriate spare parts and the Buyer shall give the Company reasonable support including making the site accessible during normal business hours and communicating with the Company's service team.

9.11 The terms of this Contract shall apply to any repaired or replacement Goods supplied by the Company.

10. Limitation of Liability

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

10.2 Subject to clause 4, clause 5 and clause 9, 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; and

• (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.3 The Company has given commitments as to compliance of the Goods with relevant specifications in clause 9.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10.4 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 for the Company to exclude or attempt to exclude its liability; or

• (d) for fraud or fraudulent misrepresentation.

10.5 Subject to clause 10.2 and clause 10.3:

• (a) 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 price paid by the Buyer for the Goods; and

• (b) the Company shall not be liable to the Buyer for: (i) any pure economic loss; (ii) loss of profit; (iii) loss of sales or business; (iv) loss of arrangements or contracts; (v) loss of anticipated savings; (vi) loss of use or corruption of software, data or information; or (vii) 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.

10.6 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:

• (a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;

• (b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

• (c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

• (d) the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

11.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

12. Force Majeure

12.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.

13. Waste Electrical and Electronic Equipment Regulations 2013

13.1 Unless otherwise agreed expressly in writing, the Buyer shall be solely and exclusively responsible for complying with the WEEE Regulations including, but not limited to, financing the collection of the Goods and dealing with the treatment, recovery and disposal of the Goods.

14. Intellectual Property

14.1 As between the Company and the Buyer, all Intellectual Property Rights and all other rights in the Goods shall be owned by the Company. Where the Company is the owner of the relevant intellectual property, the Company licenses all such rights to the Buyer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Buyer to make reasonable use of the Goods.

14.2 Where the Buyer has authorised the Company to use the Buyer's or any third party's intellectual property rights in connection with the Goods, the Buyer warrants to the Company that it has the requisite rights in the intellectual property in order to licence their use to the Company. The Buyer hereby indemnifies the Company against, and holds the Company harmless in respect of, any infringement by the Company of any intellectual property rights, which the Buyer has authorised the Company to use but only if the Company has used the intellectual property in question in the manner authorised by the Buyer.

15. Confidentiality

15.1 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Company and any other confidential information concerning the Company's business or its products which the Buyer may obtain. The Buyer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Buyer's obligations to the Company, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Buyer.

16. General

16.1 This Contract is personal to the Buyer and cannot be assigned without the Company's prior written consent. The Company may assign, subcontract, novate, transfer or deal in any other manner with all or any of its rights or obligations under this Contract.

16.2 Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.

16.3 This Contract, the Order, the Order Acknowledgment, the Manual and any variations made in accordance with clause 16.10 constitute the whole agreement between the Company and the Buyer and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Contract.

16.4 For the avoidance of doubt, if any of the terms differ in the Order and the Order Acknowledgment, the parties agree that the terms of the Order Acknowledgement shall prevail.

16.5 The Buyer acknowledges that, in entering into this Contract it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Contract or not) other than as expressly set out in this Contract.

16.6 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.

16.7 If any provision of this 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 deleted and the remaining provisions of this Contract and the remainder of such provision shall continue in full force and effect.

16.8 Except as set out in clause 2.2, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.9 Failure or delay by the Company in enforcing or partially enforcing any provision of this Contract shall not be construed as a waiver of any of its rights under this Contract.

16.10 No variation of this Contract shall be effective unless it is agreed in writing by the parties (or their authorised representatives).

16.11 The parties to this Contract do not intend that any term of this Contract shall be enforceable by any person that is not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.

16.12 The formation, existence, construction, performance, validity and all aspects of this Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. Should the Buyer issue proceedings in any jurisdiction other than the English Courts then the Buyer shall indemnify the Company against all reasonable costs, whether legal or otherwise, incurred by the Company in connection with or arising out of such proceedings in that jurisdiction (irrespective of the outcome of those proceedings).