In these conditions, unless the context requires otherwise:
- ”Supplier” means Wm. Sugden & Sons Limited (Company number 540051) whose registered office is at P0 Box 1, Thornes Wharf Lane, Wakefield, West Yorkshire WF 1 5RQ; and any subsidiary or holding company of the Supplier by which the Goods are sold;
- “Buyer” means the company, firm, body or person purchasing the Goods;
- “Conditions” these conditions of sale together with any amendments or additions agreed in writing by the Supplier,
- “Contract” means a contract between the Supplier and the Buyer in respect of an Order incorporating these Conditions;
- “Goods” means the goods which are the subject matter of an Order;
- “IntellectualProperty Rights” means all copyrights design rights registered designs trademarks know-how patents and all other inclusive or intellectual property rights of whatsoever description including the right to make application to register any such rights
- ”Order” means a purchase order in respect of the Goods and/or Services issued by the Buyer to the Supplier on the Buyer’s official purchase order form, together with all documents referred to in it;
- “Services” means work and/or services or any of them to be performed by the Supplier for the Buyer pursuant to the Order;
- “Writing” includes telex, cable, facsimile transmission e-mail and similar modes of communication.
1.1 A quotation by the Supplier does not constitute an offer and the Supplier reserves the right to withdraw or revise a quotation at any time prior to the Supplier’s acceptance of the Buyer’s Order, which acceptance will then form a Contract.
1.2 The Contract will be subject to these Conditions. All terms and conditions written or oral appearing or referred to on the Order or otherwise stipulated by the Buyer or implied by trade, custom, course of dealing, or practice, whether or not in conflict shall have no effect except insofar as statute may require. Any variation of the Contract must be confirmed in writing by the Supplier.
1.3 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed in writing by the Supplier and incorporated in the Contract. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations not so confirmed.
1.4 Acceptance by the Buyer of delivery of the Goods shall (without prejudice to any other manner in which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Conditions.
1.5 If, subsequent to any contract of sale which is subject to these Conditions, a contract of sale is made with the same Buyer without reference to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject to these Conditions.
1.6.1 Except where the Supplier and the Buyer have otherwise expressly agreed the sale shall not be a sale by sample and samples submitted and descriptions illustrations or forecasts in trade literature or brochures or otherwise howsoever shall be treated as showing type, class and general character only and not as importing terms or warranties as to substance, performance, colour, quality or dimension, and any failure to conform with such samples, descriptions or illustrations shall not constitute any breach of contract on the part of the Supplier.
1.6.2 Whilst any advice or recommendation from the Supplier as to the storage. use or application of the Goods is given in good faith, it is for the Buyer to satisfy itself on such issues and no liability for any such advice or recommendation which is not confirmed in writing and forms part of the Contract is accepted on the part of the Supplier.
1.6.3 Except where the Supplier and the Buyer have otherwise expressly agreed in writing (which writing shall be other than and shall not be sufficiently constituted by any printed or other standard form) or except where the Supplier has submitted to the Buyer a specification which it has expressly specified to be binding upon the Supplier the Buyer is deemed to have satisfied himself as to the suitability of the Goods for the purpose for which the Buyer requires them and it is not a term of contract that the Goods are fit for that purpose.
1.7 The Seller reserves the right to make any changes in the specification of the Goods:
1.7.1 which are required to conform with any applicable safety or other statutory requirements or;
1.7.2 where the Goods are to be supplied to the Seller’s specification, which do not in the opinion of the Supplier materially affect their quality or performance.
1.8 When Goods are manufactured for the first time, part of the costs of new dyes and/or tools, patterns, jigs or jacquard cards will be charged to the Buyer in the absence of any special agreements in writing. Such dyes and or tools, patterns, jigs or jacquard cards may not be removed from the Supplier’s control and shall remain the property of the Supplier.
1.9 The Supplier reserves the right to charge for any drawings and/or designs they produce in the event of either no order resulting and/or such drawings and/or designs not being returned on demand.
1.10 The Supplier reserves the right to mark all its products, Goods and other manufactures and the containers or packages thereof as appropriate with its full name (or any amendment thereof) or of any Associated Company and/or any trademark or other symbol representing the quality of the product save that. on request from the Buyer, the right at the absolute discretion of the Supplier may be waived.
2.1 Unless otherwise stated by the Supplier subject to Condition 2.2 the price payable for the Goods shall be the ruling price as published in the Supplier’s price list current at the date of despatch of the Goods from the Supplier’s works.
2.2 The price referred to in Condition 2.1 or otherwise stated in the Contract is based on the cost to the Supplier of raw materials, fuel and power, transport and labour and all other costs at the date of acceptance of the Order or quotation by the Supplier (whichever is earlier). If at the date of despatch of the Goods from the Supplier’s works, or if at the date of carrying out the work, in either case there has been any increase in all or any of such costs, or any currency fluctuations affecting the cost of imported materials, the price payable for the Goods or Services may at the request of the Supplier be increased accordingly.
2.3 Where the price for the Goods or Services is varied in accordance with Condition 2.2 the price as varied shall be binding on both parties and shall not give either party any option of cancellation.
2.4 There shall be added to the price for the Goods or Services any value added tax and any other tax or duty relating to the manufacture, transportation, export. import. sale or delivery of the Goods or performance of the Services (whether initially charged on or payable by the Supplier or the Buyer).
2.5 All Goods are sold ”ex works unless otherwise stated and it shall be the Buyer’s duty to take delivery at the Supplier’s premises. If the Supplier arranges or undertakes the carriage freight, insurance and any other transport costs beyond the point of delivery then unless the Supplier otherwise agrees in writing such costs shall be for the Buyer’s account and shall not affect the provisions of the Contract as to the passing of risk.
2.6 Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and unless otherwise stated the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
3. TERMS OF PAYMENT
3.1 Prices quoted are net and are in sterling unless otherwise agreed by the Supplier. The Supplier may require the Customer to pay any sums due in Euros or any other currency specified by the Supplier from time to time. Subject to credit being approved, accounts are due for payment not later than the earlier of (a) end of the month following the month of invoice and (b) the date upon which any other sums due from the Buyer to the Supplier under any contract agreement or order become overdue for payment; otherwise payment must be received by the Supplier before delivery. All payments shall be made without deduction or set-off’.
3.2 Without prejudice to the generality of these Conditions the Supplier is entitled to invoice the buyer on despatch When deliveries are spread over a period each consignment will be invoiced as despatched and each month’s invoices will be treated as a separate account and be payable accordingly.
3.3 Where the Contract is to be performed over a period in excess of one month the value of work carried out shall be ascertained by the Supplier at the end of each month and (unless the Contract otherwise expressly provides) a sum equal to such value (or any percentage thereof specified in the Contract) shall be invoiced and such invoice shall be paid in accordance with the foregoing provisions of this clause.
3.4 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle the Supplier at the Supplier’s option and without prejudice to any other rights of the Supplier to do any or any combination of the following:
3.4.1 to suspend further deliveries and work both on the same Order and on any other Order from the Buyer,
3.4.2 to terminate the Contract;
3.4.3 to appropriate any payment made by the Buyer to any other Goods supplied by the Supplier (whether under this or any other Contract with the Buyer) as the Supplier thinks fit (notwithstanding any purported appropriation by the Buyer);
3.4.4 to charge interest on overdue accounts such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 5 per cent above the arithmetic average for each day of the published base rate of Midland Bank plc.
3.5 The Supplier reserves the right, where genuine doubts arise as to a Buyer’s financial position or in the case of failure to pay for any Goods or Services or any delivery or instalment as aforesaid, to suspend delivery or performance of any Order or any part or instalment without liability until payment or satisfactory security for payment has been provided.
3.6 Where Goods are to be delivered outside the United Kingdom, payment must be made against delivery of the Goods or shipping documents, F.O.B. UK Port unless credit arrangements within the United Kingdom approved by the Supplier have been made.
4. TITLE TO GOODS
4.1 Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with condition 7, title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Supplier until payment in full has been received by the Supplier:
4.1.1 for those Goods;
4.1.2 for any other Goods supplied by the Supplier;
4.1.3 of any other monies due from the Buyer to the Supplier on any account.
4.2 Until title to the Goods passes to the Buyer under condition 4.1 the Buyer shall keep the Goods
4.2.1 separately and readily identifiable as the property of the Supplier
4.2.2 properly stored, protected and insured
4.3.1 Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Supplier and the Buyer only) be made by the Buyer as agent for the Supplier.
4.3.2 On any such resale the Buyer shall account to the Supplier for the proceeds of sale whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds. properly stored, protected and insured.
4.4 Goods shall be deemed sold or used in the order delivered to the Buyer.
4.5 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):
4.5.1 retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
4.5.2 require delivery up to it of all or any part of the Goods.
4.5.3 be entitled to sue the Buyer for the price once payment has become due.
5. WARRANTY; LIMIT OF RESPONSIBILITY
5.1 The Supplier warrants (subject to the limitations set out in Conditions 18 and 19 below) that if Goods or Services provided by the Supplier prove under normal conditions (fair wear and tear excluded) to be defective and if each of the Conditions set out below are satisfied. the Supplier shall (at its election) refund the purchase price (or reduce the purchase price by an amount equivalent to the proportion of defective goods) or repair or replace free of charge any Goods or re-execute free of charge any Services which the Supplier shall find upon examination to have been defective. The Conditions referred to (each of which must be fulfilled before any warranty claim shall arise) are:–
5.1.1 the use of the Goods in a proper and workmanlike manner for the purpose and not beyond the capacity indicated (including strict adherence to any routine maintenance and standard operating procedures or instructions (as the case may be) recommended by the Supplier);
5.1.2 such defects shall be found to the Suppliers reasonable satisfaction to have arisen from the Suppliers faulty design, workmanship or materials and not from misuse, neglect or misapplication but so that the Supplier shall only be liable pursuant to this clause to the extent that the defects arise from the Supplier’s faulty design workmanship or materials and not from any other cause;
5.1.3 the Goods have not been tampered with, repaired or altered otherwise than by the Supplier:
5.1.4 any claim being notified in detail in writing to the Supplier within 7 days of the date of discovery thereof and in any event within 12 months of delivery or (in the case of services) within 3 months of practical completion or (in the case of spare parts) within 3 months of delivery or if shorter within the warranty available to the Supplier from his supplier.
5.2.1 The defective Goods shall be returned to the Supplier’s factory at the Buyer’s expense if so requested by the Supplier.
5.2.2 Any repaired or replaced Goods shall be redelivered by the Supplier free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions of Sale save that the period of twelve months referred to in Condition 5.1.3 shall be replaced by the unexpired portion of that period only.
5.3 In respect of all Goods or parts manufactured and supplied to the Supplier by third parties the Supplier will pass on to the Buyer (in so far as possible) the benefit of any warranty given to the Supplier by such third parties and the Buyer’s only remedy will be against such parties.
5.4.1 The Supplier’s liability under this Condition shall be to the exclusion of all other liability to the Buyer whether contractual, tortious or otherwise for performance of the Services or defects in the Goods or for any loss or damage to or caused by the Goods, or performance of the Services and (subject to Condition 20) all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, or performance of the Services whether express or implied, by statute, at common 1aw or otherwise howsoever are hereby excluded;
5.4.2 Without limitation of the foregoing and save as expressly provided for in these Conditions, (subject to Condition 20) the Supplier grants no warranties regarding the fitness for purpose, performance, use, nature, satisfactory condition or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.
5.5 A claim in respect of any delay or defect or failure to comply with the specification or in respect of any delivery or instalment of any Order or any part of them shall not entitle the Buyer to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Order delivery or instalment.
5.6 In respect of consumer transactions only (as defined by The Consumer Transactions (Restrictions on Statements) Order 1976 as amended) nothing in those Conditions shall affect the statutory rights of any consumer.
6. DELIVERY,PACKING AND PERFORMANCE
6.1 Where Goods are either branded Goods or are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
6.2 The Supplier shall be entitled to deliver the Goods by instalments of any size and in any order.
6.3.1 The dates for delivery of the Goods or the dates for carrying out the Services are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance. In any event no delay shall entitle the Buyer to reject any delivery or performance or any further instalment or part of the Order or any other Order from the Buyer or to repudiate the Contract or the Order.
6.3.2 Goods may he delivered by the Supplier in advance of the delivery date on reasonable notice to the Buyer by the Supplier.
6.4 Unless otherwise specified, packing cases and packing materials will be charged extra, but where stated to be returnable, will be credited in full on return to the Supplier’s works carriage paid in good condition, within one month of receipt by the Buyer. Where not returnable, the Buyer will dispose of all packing in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
6.5 The Supplier uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Supplier for breakage or damage in transit on the ground of alleged unsuitability for packing.
7. DAMAGE SHORTAGE OR LOSS IN TRANSIT
7.1 Unless the contract otherwise stipulates, the risk in the Goods passes to the Buyer when the Goods are despatched from the Supplier’s works and the Supplier accepts no responsibility for any damage, shortage or loss in transit. claims for damage, shortage or loss in transit should be made on the carrier and any conditions imposed by the carrier in relation to claims for damage, shortage or loss in transit should be complied with.
7.2 Where the contract provides for delivery elsewhere than at the Supplier’s works, risk will pass at the point specified in the contract and the Supplier will entertain a claim by the Buyer in respect of loss, shortage or damage in transit only if the Buyer:
7.2.1 Gives written notice to the Supplier within 21 days of non-delivery or within 7 days of the delivery of the goods in any other case; and
7.2.2 Where the Goods are transported by an independent freight carrier, complies in all respects with the freight carrier’s conditions of carriage age for notifying claims for loss shortage or damage in transit.
7.3.1 Subject as aforesaid if the Supplier accepts on reasonable evidence that it has delivered more or less than the agreed quantity of goods the following provisions shall apply.
7.3.2 The Supplier shall have no liability to the Buyer in respect of the excess or shortfall unless the Buyer gives the Supplier notice under condition 7.2.1. if the Buyer does give such notice.
184.108.40.206 In the case of excess delivery which the Buyer is unwilling to take and pay for the Supplier will make arrangements for the excess to be returned to the Supplier at the Supplier’s expense.
220.127.116.11 In the case of short delivery the Supplier may at its own discretion either:
(a) make good the shortfall by one or more further deliveries; or
(b) reduce the contract price by the same proportion as the shortage bears to the contract quantity.
7.3.3 The Buyer shall not be entitled to reject any delivery on the grounds of any excess or short delivery but shall pay the contract price or, where the Supplier exercises the option referred to in condition 18.104.22.168(b) above, the reduced price in accordance with that provision.
7.3.4 Save as provided in conditions 7.3.1 – 7.3.3 above, the Supplier shall not be liable for any losses whether contractual tortious or otherwise caused by excess or short delivery.
8. DELAYED ACCEPTANCE
8.1 If for any reason the Buyer is unable to accept delivery of the Goods when the Goods are due and ready for delivery the Supplier may arrange storage of the Goods at the Buyer’s risk and the Buyer shall be liable to the Supplier for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right which the Supplier may have in respect of the Buyer’s failure to take delivery of the Goods or pay for them in accordance with the Contract.
8.2 Without prejudice to the generality of the foregoing (including recovery of storage costs) the Supplier may elect at any time in the foregoing circumstances to treat the Contract as repudiated and terminate the Contract by seven days notice.
8.3 Following determination under Condition 8.2 the Supplier may without prejudice to any other remedies do any of the following alone or in combination:
8.3.1 Dispose of the Goods.
8.3.2 Retain any deposit and payments made by the Buyer.
8.3.3 Recover costs of storage from the Buyer.
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Buyer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Supplier, become impaired or if the Buyer shall commit any breach of any part of the Contract the Supplier may without prejudice to its rights and remedies under these Conditions stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.
10.1 Hirework and work involving the use of the Buyer’s materials is undertaken by the Supplier only on the express understanding that the Supplier cannot be responsible for any distortion, faults or defects which appear or develop during, or are caused by, the work, however arising, unless resulting from any fault or negligence or mistake of the Supplier. The Supplier gives no guarantee or warranty of any kind but subject to the availability of capacity and facilities it will endeavour to correct any such distortion, faults or defects at the Buyer’s expense and risk. The Supplier shall not in any circumstances be liable for damages, compensation. costs. expenses, losses or other liabilities, whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.
10.2 Unless it is otherwise expressly agreed in writing any waste material resulting from the performance of any hirework shall become the property of the Supplier but it is herein expressly agreed between the Supplier and the Buyer that the Supplier may at any time order the Buyer to remove any such waste material and the Buyer hereby agrees that on receipt of any such order from the Supplier it will forthwith comply with such order.
10.3 The Buyer agrees that it will reimburse the Supplier for any damage caused to any plant or machinery of the Supplier by the material supplied by the Buyer to the Supplier.
10.4 The Supplier will have a lien on all the Buyer’s goods and materials in the possession of the Supplier for hirework in respect of all sums owing to the Supplier for such hirework.
11. TOLERANCES AND TESTS
11.1 Gauges, weights, chemical composition and analysis, quantities and sizes will so far as possible be adhered to but reasonable excesses and deficiencies thereof shall be accepted by the Buyer, who shall not be entitled to reject any Goods or to require replacement of any Goods on the ground that they are not precisely as specified.
11.2 Unless otherwise specifically agreed all tests, test pieces and inspections whatever required by the Buyer will be charged extra. All tests and inspections (whether or not being tests of chemical composition) shall take place under the Supplier’s standard testing arrangements. and such test shall be final. All tests are subject to analytical tolerances.
The Buyer agrees upon demand to indemnify the Supplier against all actions, losses, damages, injury, costs (including the cost of defending any legal proceedings) proceedings, accounts, damages and expenses of whatever nature suffered by the Supplier to the extent that the same are caused by or related to:
12.1 designs, drawings or specifications given to the Supplier by the Buyer in respect of the Goods;
12.2 defective materials or products supplied by the Buyer to the Supplier and incorporated by the Supplier in the Goods; or
12.3 the improper incorporation. assembly, use, processing. storage or handling of Goods by the Buyer.
12.4 any infringement or alleged infringement of any patent. registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Supplier with the Buyer’s instructions, whether express or implied.
13. NON-STANDARD ORDERS
Where the Buyer orders Goods or materials of a type, size or quality not normally produced by the Supplier or Services not normally performed by the Supplier, the Supplier will use all reasonable endeavours to execute the Order, but if it proves impossible, impracticable or uneconomical to carry out or complete the Order, the Supplier reserves the right to cancel the Contract or the uncompleted balance of it, in which event the Buyer will only be liable to pay for the part of it actually delivered or performed.
14 PATTERNS, DIES, TOOLS, DRAWINGS AND EQUIPMENT
14.1 Where the Buyer supplies patterns, dies. tools, drawings or equipment, (”Equipment”) the Supplier shall be entitled to assume me that the same are in good condition, true to drawing and entirely suitable to the Supplier’s methods of production, and for the production of the Goods in the quantities required.
14.2 While the Supplier uses all reasonable endeavours to verify Equipment supplied by the Buyer no responsibility is accepted by the Supplier for their accuracy.
14.3 All replacements, alterations and repairs to the Buyer’s Equipment shall be paid for by the Buyer.
14.4 Where the Equipment is not supplied by the Buyer only those which are specially made by the Supplier and separately charged to the Buyer in full, shall, when paid for by the Buyer, become the property of the Buyer.
14.5 Carriage on Equipment supplied by the Buyer will be paid by the Supplier in one direction only.
14.6 The Supplier will take all reasonable care of the Buyer’s Equipment while in the Supplier’s possession but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of the Supplier or its agents was the direct cause of loss or damage and in those circumstances the Supplier’s liability shall be limited to the actual cost of replacement or repair.
14.7 The Supplier reserves the right at the cost and expense of the Buyer to destroy or otherwise dispose of Equipment in its possession or custody (whether or not the property of the Buyer) from which the Buyer has not required Goods to be made for a period of 12 months or more in the case of patterns, and three years or more in all other cases.
15. FORCE MAJEURE
If either party is delayed or prevented from performing its obligations under the Contract, by circumstances beyond the reasonable control of either party, (including without limitation any form of government intervention or regulation, or direction (whether or not having the force of law) act of God, war, riot, civil commotion, malicious damage, fire, flood, storm. difficulty or increased expense of obtaining workers, materials, or transport or other circumstances affecting the supply of goods or raw materials from normal sources of supply, or labour disputes, strikes and lock-outs relevant to the Contract, breakdown of plant or machinery or delays by sub-contractors concerned such performance shall be suspended, and if it cannot be completed within a reasonable time after the due date as specified in the Contract, the Contract may be cancelled by either party. The Buyer will pay to the Supplier without set-off counterclaim or deduction of any kind such sum as may be fair and reasonable in all the circumstances of the case in respect of work performed by the Supplier under the Contract prior to cancellation. and in respect of which the Buyer has received the benefit. This Condition can only have effect if it is called into operation by the party wishing to rely on it giving written notice to the other to that effect.
16. ASSIGNMENTAND SUBCONTRACTING
16.1 None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of the Supplier.
16.2 The Supplier shall be entitled to subcontract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
16.3 The Supplier is a member of the group of companies whose holding company is The Wakefield Shirt Company Limited and accordingly the supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Supplier.
17. HEALTH AND SAFETY
The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Supplier (and is deemed to have read and understood it) relating to the use for which the Goods are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work or when they are being dismantled or disposed of, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above. For these purposes the Buyer is deemed to have been given a reasonable opportunity to test and examine the Goods before delivery.
18. ECONOMIC LOSS
Subject to Condition 20 and notwithstanding anything contained in these Conditions (other than Condition 20) or the Contract, in no circumstances shall the Supplier be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever
19. LIMITATION OF LIABILITY
Subject to Condition 20, and notwithstanding anything contained in these Conditions (other than Condition 20) or the Contract, the Supplier’s liability to the Buyer in respect of the Contract, or otherwise under these Conditions, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Contract or £ 250 whichever is the greater.
20. UNFAIR CONTRACT TERMS ACT 1977
20.1 If and to the extent that Section 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 applies to the Contract. no provision of these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the express warranties contained in Condition 5, or for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Contract by Section 12(3) of the Sale of Goods Act 1979, or Section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract.
20.2 Where the Buyer is a natural personand if and to the extent that Section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract, nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Supplier for death or personal injury caused to the Buyer by reason of the negligence of the Supplier or of its servants, employees or agents.
21. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in the Goods and in any designs drawings specifications technical information or other data upon which the Goods are based shall be the sole and absolute property of the Supplier and if any such rights are acquired by the Buyer such rights will on demand be assigned by the Buyer to the Supplier and pending such assignment shall be held by the Buyer on trust for the Supplier absolutely
22. INVALIDITY AND SEVERABILITY
Each clause and sub-clause of these Conditions is separate, severable and distinct. The invalidity, illegality or unenforceability of any provision of these Conditions or any part thereof shall not affect the other Conditions or the remainder of any part of a Condition so affected, which shall remain in full force and effect.
23.1 Any notice or other communication to be given under these Conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.
23.2 Any notice or document shall be deemed served, if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.
24. LAW AND JURISDICTION
The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.