RR Motor Services Ltd – Standard Terms & Conditions of Sales
Please read these Terms and Condition carefully, and print and keep a copy of them for your reference. RR Motor Services Ltd may change or add to our Terms and Conditions for security, legal or regulatory reasons. Please refer to these Conditions when placing fresh or repeat orders
This website is owned and operated by RR Motor Services Ltd, Unit 13, Hope Farm, Gibbons Brook, Sellindge, Ashford TN25 6HH. Company No 1272208
1. DEFINITIONS AND INTERPRETATION
1.1.1 “Authorised Representative” means
a manager or director of the Seller or the Buyer where applicable and as the
case may be.
1.1.2 "Buyer" means the person who accepts a quotation of the Seller for the sale of the Products and whose Order for the Products is accepted by the Seller.
1.1.3 "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context requires otherwise) includes any special terms and conditions agreed between the Buyer and the Seller.
1.1.4 "Contract" means the contract for the sale and purchase of the Products and/or Services under the Terms and Conditions.
1.1.5 “Deposit” means any money payable by the Buyer to the Seller as a deposit in respect of Products and/or Services to be provided as specified in these Conditions or the Order.
1.1.6 “Order” means the Order submitted by the Buyer in the form approved by the Seller for the sale of the Products and/or the supply of Services.
1.1.7 “Premises” means Unit 13, Hope Farm, Gibbons Brook, Sellindge, Ashford TN25 6HH and any other permanent address of the Seller
1.1.8 "Products” means the products
(including any instalment of the Products or any parts for them) and/or Services
which the Seller is to supply specified in the Order.
1.1.9 "Seller" means RR Motor Services Ltd
1.1.10 “Services” means any services specified in the Order
1.1.11 “Working Day” means any day
excluding Saturday and Sunday and public holidays in the United Kingdom.
1.1.12 "Writing" includes telex, cable, facsimile transmissions, e-mails and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa, references to any gender shall include all other genders and references to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal identity.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Products and/or the Services in accordance with any Order submitted by the Buyer which is accepted by the Seller in writing or verbally and such sale shall be subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 These Terms and Conditions shall be governed by and construed in accordance with English Law and the Customer and the Company submit to the exclusive jurisdiction of the English Courts.
2.3 No variation to these Terms and Conditions shall be binding unless agreed in Writing between Authorised Representatives of the Buyer and the Seller.
2.4 Quotations are made without commitment and are subject to the Seller giving confirmation of acceptance of an Order received from the Buyer in writing or verbally. A price given in any quotation shall be valid for a period of 30 days, unless otherwise agreed in writing or verbally, from the date of issue or the date the quotation is withdrawn if earlier.
All prices quoted by the Seller for parts are based on the prices current
at the time of preparing the estimate and the Company reserves the right to
increase such prices to the buyer without notice if the Sellers’s prices (including
but not limited to the cost of any parts) are increased between preparing
the estimate and obtaining the parts in order to carry out the work.
2.6 The Seller's personnel are not authorised to make any representations concerning the Products unless confirmed by an Authorised Representative of the Seller in writing or verbally. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.7 Any advice or recommendation given
by the Seller or its personnel or agents to the Buyer or its personnel or
agents as to the storage, application or use of the Products which is not
confirmed in Writing by the Seller is followed or acted upon entirely at the
Buyer's own risk, and accordingly the Seller shall not be liable for any such
advice or recommendation which is not so confirmed.
2.8 Any typographical, clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller and any such documents do not constitute offers made by the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Products and/or the Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The Buyer authorises the Seller to buy on its behalf
any parts or materials necessary to carry out the Services specified in the
Order. Unless otherwise agreed in writing, the Buyer must pay the Seller the
full cost of obtaining any such parts and materials (including any costs arising
from currency fluctuations between the date the parts and materials were ordered
and paid for).
3.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties thereon.
3.4 The quantity, quality and description of and any specification for the Products shall be those set out in the Buyer's Order.
3.5 The Seller shall be entitled to sub-contract any part of the manufacture of the Products and to sub-contract the Services on any terms.
3.6 Any variation agreed between the
Company and the Customer in the work to be carried out shall be deemed to
be an amendment to this contract and shall not constitute a new contract.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of an Authorised Representative of the Seller and on terms that the Deposit and all payments to the date of agreed cancellation are forfeited to the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including without limitation the cost of all labour and materials used), damages, charges and expenses incurred or contracted by the Seller.
4. PRICE OF THE GOODS
4.1 The price of the Products shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the Order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The price of Services shall be either a fixed total where quoted by the Seller or, where agreed between the Buyer and Seller, shall be calculated at the appropriate wage rates recorded on time sheets by the Seller’s operatives. The Seller reserves the right, by giving notice to the Buyer at any time before delivery of the Products and/or performance of the Services, to adjust the price of the Products and/or the Services to take account of and charge for any increase in the cost of raw materials or other cost of manufacture, third party labour, or services or any currency fluctuations, increases of taxes or duties, or increase in the cost to the Seller in complying with the Contract as a result of changes in legislation including any change in delivery dates, quantities or specifications for the Products and/or Services which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices given for Products are given on the basis that delivery is ex works, and where the Seller agrees to deliver the Products otherwise than at the Premises, the Buyer shall be liable to pay the Seller's charges for Export Licences and documentation, transport, packaging and insurance.
4.4 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller or where applicable, directly to the appropriate authorities.
4.5 Any quotation or price which the Seller gives in any currency other than pounds sterling is provided for the purpose of guidance only and is not binding on the Seller unless otherwise agreed in Writing by an Authorised Representative of the Seller.
4.6 The price for the Products and/or the Services only covers delivery on the Seller’s Working Days during normal working hours. Upon request provided that reasonable notice is given and in the Seller’s absolute discretion delivery or where agreed, collection of the Products and/or Services may be made or effected at any time outside normal working hours but will be charged for by the Seller as an increase to the price.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Products and/or the Services on or at any time after accepting the Buyer’s Order for the Products and/or the Services.
5.2 A Deposit where asked for by the Seller and paid in relation to an accepted Order is non-refundable. The Deposit must be paid in accordance with the payment schedule set out in the Order or agreed with the buyer in writing.
5.3 The Buyer shall pay the full price
of the Products and/or the Services together with VAT (which shall be chargeable
unless the Buyer provides clear evidence it is not chargeable) and all other
applicable duties and charges and all other monies due pursuant to these Conditions
without deduction or set-off on or before the due dates specified in the Order
in all cases prior to delivery, despatch or performance as the case may be.
The time of payment of the price shall be of the essence of the Contract.
5.4 Where any costs are incurred under the Contract in respect of the Products and/or the Services after delivery or performance the Buyer shall pay/reimburse all such costs within 30 days of the end of the month in which the Seller’s invoice is issued.
5.5 The Buyer warrants it is entitled
to grant a general lien and hereby grants such a general lien on any vehicle
and its contents, any other Product specified in the Order or any parts that
have been purchased for the Buyers Order for all sums due at any time from
5.6 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to exercise all or any of the following remedies with immediate effect:
5.6.1 to suspend the Seller’s obligations under the Contract; and
5.6.2 to cancel the Contract and forfeit any Deposit and payments the Buyer has paid; and
5.6.3 to sell the Products at the best price readily obtainable and after deducting its reasonable costs (including any charges for any work carried out to the Products, insurance, storage, interest and administration charges incurred) charge the Buyer for any shortfall between the price obtained (after such deductions) and the price due under the Contract; and
5.6.4 to appropriate any payment made by the Buyer for such of the Products (or other products supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported allocation by the Buyer); and
5.6.5 to charge the Buyer compound interest (both before and after any judgement) on the amount unpaid under the Late Payment of Commercial Debts (Interest) Act 1998, until payment in full is made (interest be payable on demand and to accrue daily on the basis of a year of 365 days) together with all costs and expenses incurred by the Seller in the collection of overdue monies; and
5.6.6 where the Seller has not cancelled the Contract, to suspend any further deliveries of the Products and/or the Services to the Buyer and the Seller shall not be bound to deliver the Products and/or the Services within any previously agreed timescale and reserves the right to allocate such Products and/or the resources for the Services to other customers and to deliver such Products and/or Services to the Buyer within as reasonable time period after payment has been made by the Buyer in full (together with all accrued interest) giving priority to customers who have agreed delivery times and have made payments to the Seller on time.
5.7 All payments by the Buyer shall be made in sterling currency (the ‘Contractual Currency’). If the Seller agrees to payment in any other currency, the Seller will convert the payment into the Contractual Currency at the rate of exchange prevailing at the bank used by the Seller from time to time. If the rates and cost of exchanging the currency together with any premiums, commissions, bank charges or other consequential costs incurred by the Seller when deducted from the payment made result in the Seller receiving less than full payment in the Contracted Currency then the Seller shall pay the shortfall upon demand.
5.8 In addition to the payments made under the Contract the Buyer shall pay on demand all receiving bank charges that are charged to the Seller from time to time in respect of the Contract.
5.9 Each Contract with the Buyer is subject to the Seller being satisfied with the Buyer’s credit status. The Buyer agrees that the Seller may carry out enquiries with a licensed credit reference agency before processing the Buyer’s order. If the Seller in its absolute discretion becomes dissatisfied with the Buyer’s credit status the Seller may require security for payment before continuing with or delivery of any Order.
6.1 Delivery of the Products and/or the Services shall not be made until the Buyer has paid in full to the Seller the price of the Products and/or Services less any agreed discount to which the Buyer is entitled (if any), but without any other deduction or set-off.
6.2 Unless otherwise agreed by an Authorised
Representative of the Seller delivery of the Products and performance of the
Services will be made at the Premises.
6.3 Any date or period quoted for delivery of the Products and/or performance of the Services is given in good faith by way of an estimate only and while the Seller shall endeavour to deliver/perform within the period stated the Seller shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by delay in delivery of the Products and/or performance of the Services.
6.4 Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing by an Authorised Representative of the Seller. The Products may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.5 Where the Products are to be packed by the Seller, all such packaging shall be at the Seller’s sole discretion. If the Buyer directs special or different packaging from that included in the price then such additional expenditure on packaging shall be at the Buyer’s expense.
6.6 Where the Products are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions 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.
6.7 If the Seller fails to deliver the Products (or any instalment) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the actual cost incurred by the Buyer (in the cheapest available market) of similar products and/or services to replace those not delivered/performed over the price of the Products and/or the Services.
6.8 If the Buyer requests delivery of the Products and/or Services to be postponed or refuses to accept delivery of the Products in accordance with the terms of the Contract or fails to collect the Products when notified by the Seller that they are available for collection or otherwise fails to give the Seller adequate delivery instructions then:
6.8.1 With immediate effect any risk of damage to or loss of Products will pass to the Buyer;
6.8.2 The Products will be deemed to have been delivered;
6.8.3 The Seller may store the Products until actual delivery and charge the Buyer for all related costs including but not limited to insurance, storage and administrative charges;
6.8.4 The Seller may (in relation to the Products) increase the price according to price lists supplied at the time of actual delivery
6.9 After one calendar month of any postponement, refusal to accept delivery or failure to deliver under the terms of Condition 6.8, the Seller may:
6.9.1 lease the Products upon such terms as the Seller in its absolute discretion thinks fit; or
6.9.2 cancel the Contract and forfeit the Deposit and any other payments made; and
6.9.3 sell the Products at the best price readily obtainable and after deducting its reasonable costs (including any charges for work carried out to the Products, insurance, storage and administrative charges incurred) charge the Buyer for any shortfall below the price under the Contract.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Products shall pass to the Buyer:-
7.1.1 in the case of Products to be delivered at the Premises, at the time when the Seller notifies the Buyer that the Products are available for collection; or
7.1.2 In the case of Products to be
delivered otherwise than at the Premises, at the time of despatch;
from which point the Seller shall have no further responsibility for loss, damage or deterioration to the Products. For the avoidance of doubt Condition 7.1.2 means that where the Seller agrees to deliver the Products to the Buyer the Seller will have no liability for any such damage incurred up to and including the time of delivery. The Buyer is advised to insure against any such liability.
7.2 Notwithstanding delivery and the
passing of risk in the Products, or any other provision of these Conditions,
the property in the Products shall not pass to the Buyer until the Seller
has received in cash or cleared funds payment in full of the price of the
Products and all other products agreed to be sold to the Buyer or Services
to be performed by the Seller for the Buyer for which payment is then due
without deduction or set-off.
7.3 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller's fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property.
7.4 Until such time as the property in the Products passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, the Buyer hereby irrevocably grants to the Seller the right to immediately enter upon any premises of the Buyer or any third party where the Products are stored to repossess the Products.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become immediately due and payable.
7.6 If the Buyer provides property to the Seller to provide the Products and/or the Services or for any other purpose:
7.6.1 the risk of damage to or the loss of any such property remains with the Buyer or the owner (as the case may be) and the Seller shall have no responsibility for damage to or deterioration of such property whilst in its possession which shall remain the Buyer’s responsibility to insure;
7.6.2 such property will be returned once the Seller has received payment in full for all Products and/or Services provided to the Buyer.
8. WARRANTIES AND LIABILITY
8.1 Subject to the Conditions set out below the Seller warrants that the Products will correspond with their specification at the time of delivery and be in good condition.
8.2 The above warranty is given by the Seller subject to the following conditions:-
8.2.1 the Seller shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability under any condition or guarantee if the total price for the Products has not been paid by the due date for payment;
8.3 Subject as expressly provided in these Conditions, and except where the Products are sold 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.
8.4 The Buyer must satisfy himself as to the suitability of the Products and/or the Services and must rely on the Buyer’s own safety and general testing and regular inspection of the Products.
8.5 Any claim by the Buyer which is
based on any defect in the quality or condition of the Products or their failure
to correspond with any drawing, design or specification shall (whether or
not delivery is refused by the Buyer) be notified to the Seller within five
days from the date of delivery or (where the defect or failure was not apparent
on reasonable inspection) within a reasonable time not exceeding one month
after discovery of the defect or failure. If delivery is not refused, and
the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled
to reject the Products and the Seller shall have no liability for such defect
or failure, and the Buyer shall be bound to pay the price as if the Products
had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet any drawing, design or specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Products (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Products (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7 Any Products which are returned to the Seller by the Buyer under this Condition 8 or for any other reason whatsoever must be returned to RR Motor Services Ltd at Unit 13, Hope Farm, Gibbons Brook, Sellindge, Ashford TN25 6HH or such other place as the Seller may from time to time direct.
8.8 The Buyer acknowledges that the
nature of collector’s military vehicles means that they are usually older
than vehicles in everyday use and they may have been used hard and close to
design limits during military service. The Buyer further acknowledges that
‘New Old Stock’ parts may have been held in military stores over very long
periods. For these reasons no warranties or guarantees can be given in respect
of the Products or the Services and all such warranties (except regarding
title to the Products and those set out in Condition 8.1) and guarantees are
excluded to the fullest extent permitted by law.
8.9 Many of the parts and assemblies and components produced by the Seller are non-standard prototypes or re-manufactures. Although the Seller gives basic information recommending rebuilding intervals for various parts and assemblies, due to the extreme and varied conditions that prevail in the military vehicle hobby, the specific use that the Buyer makes of Products and/or Services supplied by the Seller and the conditions of use will greatly affect the performance and durability of the Products and consequently no representation or warranty or guarantee is given:
8.9.1 as to the suitability or fitness of the Products or Services for the Buyer’s particular purpose; and
8.9.2 as to the performance, handling, durability, safety, suitability, or otherwise of the Products or the Services.
8.10 In the case of any Products not
manufactured by the Seller and supplied by the Seller or incorporated with
the Seller’s Products the Seller is unable to provide any warranty or guarantee.
8.11 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Buyer or the supply of the Services to the Buyer, and the entire liability of the Seller under or in connection with the Contract (except in relation to death or personal injury as aforesaid) shall not exceed the price of the Products.
8.12 The Buyer hereby acknowledges that the Buyer shall be solely responsible for and shall hold the Seller, its officers, employees and agents fully indemnified and harmless against all claims, demands, liabilities, losses, damages, proceedings, costs (including without limitation legal costs) and expenses which may be brought against or incurred by the Seller, its officers, employees or agents as a result of any accident or incident involving the Products or the Services sold to the Buyer (other than for death or personal injury resulting from the negligence of the Seller, its officers, employees or agents).
8.13 The Buyer undertakes to indemnify, keep indemnified and hold harmless the Seller against any loss, costs, claims, liability, expenses or fees the Seller may incur arising directly or indirectly out of any breach of the Contract by the Buyer.
9. SUSPENSION OF ORDERS
9.1 Subject to the agreement of the Seller in writing the Buyer may suspend all or any part of an Order or the Contract as the case may be by giving the Seller a written notice (“Stop Work Order”) for a maximum period of twenty (20) working days (Monday to Friday inclusive) from and including the date the Stop Work Order is delivered to the Seller and for any other longer period the parties may agree in writing. Upon receipt of the Stop Work Order the Seller shall forthwith comply with its directive to stop work by taking all reasonable steps to minimise the costs relating to the work covered by the Stop Work Order. Before the expiry of the Stop Work Order the Buyer shall write to the Seller informing the Seller that it shall on or prior to expiry either:
9.1.1 cancel the Stop Work Order; or
9.1.2 terminate the Work covered by such Stop Work Order in which instance the Buyer shall pay to the Seller the sums set out in Condition 9.3.
9.2 If a Stop Work Order is cancelled
or the period of the Stop Work Order or any extension thereof expires, the
Seller shall resume work. If the Stop Work Order results in an increase in
the time required for, and/or the cost of, performance of the Contract, and
if the Seller asserts a claim for such increase within ninety (90) calendar
days after the end of the period of work stoppage then subject to the Seller’s
obligation to minimise its costs under these circumstances (in accordance
with Condition 12.1), the Buyer shall reimburse the Seller for the direct
costs incurred by the Seller as a result of the Stop Work Order. In such circumstances
an equitable adjustment shall be made to the delivery schedule and/or price
and/or other affected contractual provisions, and the Contract shall be amended
in writing accordingly.
9.3 In the event of termination of an Order or a Contract for any reason, the Seller shall be entitled to claim a termination charge consisting of all costs and expenses which have been reasonably and properly incurred by the Seller in connection with the Products and Services at the date of termination and all costs and expenses which shall arise following the date of termination as a direct result of termination of the Order or the Contract as the case may be, which costs shall comprise expenditure on materials, labour, overheads and payments to subcontractors and any other committed costs at the date of termination.
10. FORCE MAJEURE
10.1 The Seller shall not be liable for any failure to deliver the Products or provide the Services arising from circumstances outside the Seller’s reasonable control (hereafter a “Force Majeure Event”)
10.2 Force Majeure Events shall include (but are not limited to) Acts of God, war, threat of war, riot, terrorism, explosion, weather conditions, disease, explosion, flood, tempest, fire or accident, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery, computer hardware or software failure and interruptions to or breakdown of the national or international telecommunications systems, technical regulation,.3 Should the Seller be prevented from delivering the Products or providing the Services pursuant due to a Force Majeure Event it will provide notice in Writing of this fact as soon as reasonably practicable after discovering it.
10.3 In the event that the Seller is prevented from delivering the Products or providing the Services pursuant to condition 12.1, the Seller shall use reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which the Contract may be performed despite the continuance of the Force Majeure Event.
10.4 If the circumstances preventing delivery of the Products or providing the Services are still continuing six months after the Buyer receives the Seller’s notice then either party may give notice in Writing to the other cancelling the Contract with immediate effect.
10.5 If the Contract is cancelled pursuant to Condition 12.5 the Seller will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Seller is entitled to claim from the Buyer under the Contract and deduction of any payment for any Products which have been delivered and/or Services already provided but the Seller will not be liable to compensate the Buyer for any claims, loss or damage caused or expenses incurred by the failure to deliver.
11. INSOLVENCY OR CHANGE IN CREDIT STATUS OR MATERIAL BREACH OF CONTRACT
11.1 In the event that:
11.1.1 The Buyer makes any voluntary
arrangement with its creditors or become bankrupt or appoints a receiver,
administrative receiver or administrator or notice of intention to appoint
an administrator is given by the Buyer or its directors or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency
Act 1986) or the Buyer appoints a manager or official receiver over its affairs;
or goes into liquidation, unless for the purpose of a solvent reconstruction
or amalgamation; or has distress, execution, sequestration levied or issued
against any part of its assets or are otherwise unable to pay its debts as
they fall due within the meaning of section 123 Insolvency Act 1986; or
11.1.2 The Buyer ceases or threatens to cease to carry on its business or a substantial part of it or the Seller reasonably apprehends that the Seller will do so; or
11.1.3 The Buyer suffers any similar
proceedings under foreign law; then, without prejudice to any other right
or remedy available to the Seller, the Seller will be entitled to cancel the
Contract forthwith or to suspend any further deliveries under the Contract
without any liability to the Buyer, and if the Products have been delivered
but not paid for then the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary and if the Buyer fails
to pay immediately the Seller shall be entitled to immediate possession of
the Products and to exercise the rights included in Condition 7.4.
11.2 The Seller shall be entitled to terminate the Contract forthwith upon notice in Writing to the Buyer if the Buyer is in material breach of the Contract and where such breach is capable of remedy, the Buyer fails to remedy the same within 21 days of written notice from the Seller requesting remedy or such shorter period as may be reasonable in the circumstances.
11.3 Termination of a Contract shall not release either of the parties from any liability which at the time of termination has already accrued to the other party, nor affect in any way the survival of any other right, duty or obligation of the parties which is expressly stated in these Conditions to survive such termination. Conditions 8, 9,10,14,15 and 17 shall survive the expiry of the Contract for any reason.
11.4 Upon termination under this clause 13 all amounts due for payment in respect of any Order for Products and/or Services completed and/or delivered to the Buyer shall be paid by the Buyer to the Seller without deduction or set-off within 5 working days from and including the date of termination. In respect of Products ordered by the Buyer but not yet delivered to the Buyer such amounts shall be due and payable by the Buyer to the Seller without deduction or set-off within 5 working days from and including the date of termination. Where the Seller has incurred any costs relating to unfinished Products or part performed Services or has contracted to incur costs relating to the Products and/or Services at the date of termination, the Seller shall be entitled in addition to be reimbursed such costs without deduction or set-off within 5 working days of a statement being provided to the Buyer by the Seller.
12.1 The Buyer confirms that it is contracting with the Seller as principal and not as agent for any other party.
12.2 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 remainder of the provision in question and the remaining Conditions shall not be affected.
12.3 Unless expressly provided in the Contract, no Condition is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
12.4 These Conditions, shall govern the Contract to the exclusion of any other terms and conditions.
12.5 The Contract shall be governed by English Law, and all disputes arising under the Contract shall be submitted to the non-exclusive jurisdiction of the English courts.