Terms of Business

1. Interpretation
   1. Definitions & Interpretation: 

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

Business Hours: 8.00 am to 4.30 pm Monday to Thursday and 8.00 am to 2.00 pm on Friday, in each case on a Business Day.

Company: means Premier Sealant Systems Limited (registered in England and Wales with company number: 03000843 and whose registered office is at Phase 9, Park Farm Road, Foxhills Industrial Park, Scunthorpe, DN15 8QP) trading as SealPrem.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.

Consumer means the Customer where they are a person who is purchasing the Goods outside of the ordinary course of their business.

Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions of Business and the Customer Order and Customer Onboarding Form.

Customer: the person, company, partnership or firm who purchases the Goods from the Company and whose details are more specifically set out on the Customer Order and Customer Onboarding Form and unless otherwise expressly specified includes Consumers;.

Customer [Order][onboarding] Form: means the form on which the Customer’s details delivery location, description of the Goods being ordered by the Customer and all other commercially variable information specific to the Contract.

Delivery Location: has the meaning given in clause 5.2.and is as more particularly specified on the Customer [Order][onboarding] Form at 1.4.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control including but not limited to, war, civil war (whether declared or undeclared), riot or armed conflict; radioactive, chemical or biological contamination; acts of terrorism; fire; flood; violent storm; malicious damage; pestilence; epidemic or disease; or Act of God or the elements, explosion, earthquake, flood, wind, drought or other extraordinarily severe weather conditions which are both unforeseen and for which precautions are not customarily taken by prudent business organisations so as to avoid or mitigate the impact thereof, any national or company-wide industrial relations dispute which affects the whole of the work force of the party seeking to rely on a Force Majeure Event to excuse its non-performance under this agreement, Court order, act, delay or failure to act by civil or other Governmental authority;

Goods: the goods (or any part of them) set out in the Customer Order Form and these shall include Manufactured Goods and/or Resold Goods.

Group: means the Company and any of its parent company, subsidiaries associated companies and companies that share the same parent or holding company and/or any other shared ownership characteristics.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and [reasonable] professional costs and expenses) whether arising under contract law, tort (including negligence), statute and/or common law.

Manufactured Goods: means those Goods that have been manufactured, made, mixed, adapted and/or produced by the Company itself as indicated by the label of the Goods that bear the Company’s logo and branding.

Resold Goods: means those Goods that have been manufactured made, mixed adapted and/or produced by a third party and which the Company is an authorised reseller as indicted by the label of the Goods that bear the relevant third party’s logo and branding. 

Special Terms means terms that the Company and the Customer have expressly agreed and specified in the Customer [Order][Onboarding] Form which will override and take priority over these Conditions on condition that the Onboarding Form that contains the special terms, has been signed by a senior member of the Company’s management team;

Specification: any specification for the Manufactured Goods, including any related plans, measurements, dimensions, drawings, data, information, patterns, description and/or condition that is agreed [in writing] by the Customer and the Company.

Technical Literature: means systems manufacturers’ and/or the Company’s technical information, instructions for use, details of performance measures, component and material information and data sheets provided with the Goods.

Warranty Document: means the document containing the specific terms of a warranty that the Company gives in relation to specific Manufactured Goods as detailed on those documents.

Warranty Period: has the meaning given in clause 6.1.

1. Interpretation:
2.  
   1.  
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its personal representatives, successors and permitted assigns.
      3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
      4. 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.
      5. A reference to writing or written excludes fax but not email.
3. Basis of contract
   1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order and any applicable Specification (whether or not submitted by the Customer) are complete and accurate.
   3. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order in the form of the Customer Order Form at which point and on which date the Contract shall come into existence.
   4. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
   5. The Customer acknowledges and accepts that the Company is not in the business of providing any expert advice, consultation or guidance services regarding the Goods and their use and as such the Customer acknowledges and accepts that it relies, at its own risk, on any advice consultation, guidance, help assistance, support or direction given by any employees and/or representatives of the Company at any time before, after or during the sales process, relating to the Goods
   6. Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Company (excluding the Technical Literature) and any descriptions or illustrations contained in the Company's catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   7. A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for the period specified on the quotation and in the absence of any specified period, that period shall be 20 Business Days from its date of issue.
4. Goods
   1. The Goods are described in the Company's digital catalogue and/or Website  as modified by any applicable Specification.
   2. To the extent that the Company manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Company against all Losses incurred by the Company as a result of any claim that the Company's use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
   3. The Company reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.
   4. Quantities and sizes of Goods are subject at all times to such tolerances as are customary in respect of the relevant Goods.
   5. Environmental and sustainability improvements. In support of the Company's ISO 14001 environmental management system and its wider sustainability commitments, including participation in EcoVadis sustainability assessment, the Company reserves the right to improve its environmental practices and, where appropriate, to introduce more sustainable materials, packaging, manufacturing methods, logistics or administrative processes. Any such change will be made with due regard to the agreed Specification and the intended performance of the Goods. Where a change materially affects the Specification or the Customer's use of the Goods, the Company will notify the Customer in writing where reasonably practicable. The Company also encourages Customers to use digital versions of quotations, order confirmations, invoices, Technical Literature and other documents wherever reasonably practicable to reduce paper use.
5. Consumer Rights
   1. The provisions of this section 4 only apply to those Customers who are contracting with the Company as Consumers.
   2. Subject to clause 4.3, Customers who are contracting as Consumers and who purchase the Goods via telephone, email or the internet may cancel a Contract at any time within 14 (fourteen) calendar days, beginning on the day after the Customer received the Goods and receive a full refund of the price paid for the Goods in accordance with the Company’s refund policy set out in clause 4.6 below.
   3. Where Goods have been made to order for the Consumer Customer, the Customer must either:
      1. wait for the 14 (fourteen) calendar days to expire after which time the Company will make or adjust or amend  the Goods and dispatch them as usual; or
      2. where the Consumer Customer requires the Goods more urgently, the Consumer Customer must complete the formal cancellation waiver that is available on request.
6. Where a Consumer wishes to cancel a Contract, they must inform the Company in writing within 14 (fourteen) calendar days beginning on the day after the Customer received the Goods and return the Goods to the Company immediately in the same condition it which they were received and at their own cost and risk.  The Customer has a legal obligation to take reasonable care of the Goods while they are in the Customer’s possession and failure to do so may give the Company a right of legal action against the Customer for compensation.
   1. Details of the Customers right to cancel the Contract where they are acting as a Consumer and an explanation of how to exercise that right are provided by the Company on their formal cancellation waiver form that is available on request.
   2. .  This section of these Conditions does not affect your statutory rights as a Consumer.
   3. Where a Customer, who is contracting with the Company as a Consumer has cancelled the Contract in strict accordance with the provisions of clause 4.3 above, the Company will process a refund within 30 days from the date that the Company received the written notice of cancellation.  The refund will be the sum equal to the price of the Goods paid and received by the Company in full.
7. Delivery
   1. The Company shall endeavour to ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, [the order number and all relevant Customer and Company reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
   2. The Company shall deliver the Goods to the location set out in the Customer Order Form or such other location as the parties may agree in writing (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.  Alternatively, the Customer shall collect the Goods from the Company's premises as that appears on the Customer Order Form or such other location as may be advised by the Company in writing prior to delivery (Delivery Location) within 3 Business Days of the Company notifying the Customer that the Goods are ready.
   3. Delivery is completed on the completion of unloading where the Delivery Location is at the Customer’s address or such other location nominated by Customer or loading of the Goods at the Delivery Location where the Goods are collected by the Customer or a representative on behalf of the customer from one of the Company’s addresses or locations.
   4. Any dates quoted for delivery are approximate only, and the time of delivery is not 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 Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   5. If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description, quantity and quality in the cheapest market available, less the price of those replacement Goods.  The Company shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   6. If the Customer fails to take or accept delivery of the Goods within 3 Business Days of the Company notifying the Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Company's failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day after the day on which the Company notified the Customer that the Goods were ready; and
      2. the Company shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses incurred due to the delay and the storage (including insurance).
   7. If 10 Business Days after the date on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods [and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, charge the Customer for any shortfall below the price of the Goods.
   8. If the Company delivers up to and including 5 % more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice in writing from the Customer that the wrong quantity of Goods was delivered, the Company shall make a pro rata adjustment to the invoice for the Goods.
   9. The Company may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately.  Each instalment shall constitute a separate contract.  Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   10. If consignments are delivered damaged or only in parts the Customer must sign for the delivery accordingly and send notification in writing to the Company and the relevant carrier within 3 Business Days of receipt of the relevant consignment.
   11. All Goods are sent at the customers cost and expense by the Company to the Customer ‘carriage paid’ within mainland United Kingdom.  Where any delivery is required outside of the mainland United Kingdom or any special mode of transport or delivery is requested by the Customer or where the Customer has requested the Goods been delivered in a shorter time scale that the time scales achievable by the Company’s usual mode of delivery, the Customer shall be liable to and shall pay to the Company the cost of that delivery mode too.  The sums payable shall be treated as part of the price of the Goods and clause 8 will apply to those sums. 

8. Quality

   1. The Company does not provide any warranty in relation to the Resold Goods.  Where possible the Company will pass on to the Customer the benefit of the any warranties, guarantees or assurances provided by the manufacturer of the Resold Goods but is under not obligation to do so if no warranty is provided by the manufacturer of the Resold Goods or if that warranty or guarantee provided cannot be assigned or transferred to the Customer.
   2. Subject at all times to clause 6.5, the Company provides the warranties as per the Warranty Documentation that the Company may issue to the Customer from time to time in relation to specific Manufactured Goods. The period for which the warranty is valid and can be relied on is specified in the relevant Warranty Documentation. The Company provides no other assurances or guarantees as to quality or fitness for purpose other than that stated in the Warranty Documentation.
   3. Where the Customer is a Consumer the Company warrants that, on condition that the Manufactured Goods are used strictly in accordance with the Technical Literature, the Manufactured Goods shall for a period of 12 months from the date of implementation of the Manufactured Goods:
      1. conform in all material respects with their specification and
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      3. be fit for any purpose expressly (in writing) held out by the Company.
   4. Subject to clause 6.5, if:
      1. during the Warranty Period, the Customer gives notice in writing to the Company within a reasonable time of discovery that some or all of the Manufactured Goods do not comply with the warranty set out in clause 6.3;
      2. the Company is given a reasonable opportunity of examining the relevant Manufactured Goods; and
      3. the Customer (if asked to do so by the Company and if practical) returns the Manufactured Goods to the Company's place of business at the Company's cost,
   5. The Company shall not be liable for the Manufactured Goods' failure to comply with the warranty set out in clause 6.2 or 6.3 if:
      1. the Customer makes any further use of the Manufactured Goods after giving notice in accordance with clause 6.4 or the Warranty Documentation;
      2. the defect arises because the Customer failed to follow the Technical Literature and/or the Company's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Manufactured Goods or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of the Company following any drawing, design or specification supplied by or on behalf of the Customer;
      4. the Customer alters or combines the Manufactured Goods with other goods, materials or products that the Manufactured Goods are not designed to be combined with, without the express and informed written consent of the Company;
      5. the Customer uses the Manufactured Goods in conjunction with goods, products, solutions or chemicals that have not been pre-tested or approved for use along side the Manufactured Goods as detailed in the Technical Literature;
      6. the defect arises as a result of deterioration due to incorrect or abnormal storage, wilful damage, negligence, or abnormal working conditions or abnormal use;
      7. the defect notified to the Company arises directly in respect of quantities and sizes of the Manufactured Goods that are within the customary tolerances for those Manufactured Goods;
      8. the Manufactured Goods were used for purpose that they were not designed for; and/or
      9. the Manufactured Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   6. Except as provided in this clause 6, the Company shall have no liability to the Customer in respect of the Manufactured Goods' failure to comply with the warranty set out in clause 6.2 and/or 6.3.
   7. 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.
   8. These Conditions shall apply to any substitute or replacement Manufactured Goods supplied by the Company.

   the Company shall, at its option and to the extent that it agrees, exercising its absolute discretion, that the Manufactured Goods do not comply with the warranty set out in clause 6.3, replace the defective Manufactured Goods, or refund the price of the defective Manufactured Goods in full.  Where there is a conflict between these terms and the terms of any War

9. Title and risk
   1. The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 5.3(Delivery).
   2. Title to the Goods shall not pass to the Customer until the Company receives payment in full (in cash or cleared funds) for the Goods and any other sums owed by the Customer to the Company under any other contract, account agreement or goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
   3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify the Company immediately if it becomes subject to or is about to become subject to or if it suspects that it is about to become subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
      5. give the Company such information as the Company may reasonably require from time to time relating to:
         1. the Goods; and
         2. the Customer's ongoing financial position.
   4. Subject to clause 7.5, the Customer 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:
      1.  if the Customer resells the Goods before title in the Goods passes to the Customer:
         1. it does so as principal and not as the Company’s agent; and
         2. title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs and the provision of clause7.4.2.2 will apply to the Goods sold; and
      2. if the Customer uses the Goods in the ordinary course of its business, incorporates the Goods into other material or goods and/or attaches the Goods to land, property or other structures before title in the Goods passes to the Customer:
         1. title to the Goods shall pass from the Company to the Customer immediately before the time at which the Goods are so incorporated or attached; and
         2. immediately upon the incorporation into or attachment of the Goods to any other property building or structure, the sums owing to the Company by the Customer in respect of those Goods shall automatically and without notice crystallise as a debt and those sums will immediately be recoverable by the Company as a debt.
   5. At any time before title to the Goods passes to the Customer, the Company may:
      1. by notice in writing to the Customer, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
      2. require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them.  The Customer shall procure entry to any such third party's premises if requested to do so by the Company.
10. Price and payment
    1. The price of the Goods shall be the price set out in the Customer Order Form or any proforma invoice issued, or, if no price is quoted, the price set out in the Company's published price list in force as at the date of delivery.
    2. The Company may, (except where the Customer is a Consumer) by giving notice in writing to the Customer at any time up to delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
       1. 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);
       2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
       3. any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Company adequate or accurate information or instructions.
    3. Where the Customer is a Consumer, the Company will not increase the price of the goods above that specified on the Customer Order Form.
    4. The price of the Goods:
       1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
       2. excludes the costs and charges of delivery packaging, insurance and transport of the Goods, which shall be notified and invoiced to the Customer, where the Goods are to be delivered to and not collected from the Delivery Location.
    5. The Company may invoice the Customer for the Goods on or at any time after the completion of delivery pursuant to clause 5.3.
    6. Subject to clause 8.7and 8.8, the Customer shall pay each invoice submitted by the Company:
       1. Where the Customer’s financial standing has been pre-approved by the Company in accordance with clause 8.7, within 30 days from the end of the calendar month in which the invoice is dated or where the Customer is an incorporated entity, in accordance with any credit terms agreed in writing by the Company; and
       2. in full and in cleared funds to a bank account nominated in writing by the Company, and
       3. time for payment shall be of the essence of the Contract.
    7. The Customer gives the Company irrevocable and unconditional consent and authority to use their information, personal and company data to carry out credit searches to enable the Company to pre-approve the Customer’s financial standing.  Where the Customer’s financial standing is not to the Company’s liking, the Company will require payment in advance of completion of delivery pursuant to clause 5.3.  The Company will issue a proforma-invoice and the price shown on that invoice must be received by the Company in full in cash or cleared funds in advance of any collection or delivery of the Goods.
    8. Any credit terms agreed in writing in accordance with clause 8.6.1 will be subject at all times to the following:
       1. The Company reserves the right:
          1. in its absolute discretion, to revoke any credit facilities at any time in part or in whole and to require immediate payment of the full balance outstanding at the time of that demand;
          2. to charge interest on the sums previously afforded as credit at the rate specified in clause 8.9 such interest to begin immediately on the date that the demand for repayment by the Company was issued;
          3. terminate any future credit facilities afforded under clause 8.6.1 or otherwise at any time in its absolute discretion;
    9. If the Customer fails to make a payment due to the Company under the Contract by the due date, then without limiting the Company's remedies under clause 10 and clause 8.10:
       1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.9 (Price & Payment) will accrue and compound each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is zero or below zero percent; and/or
       2. the Company may in its absolute discretion demand that any amount outstanding on credit be repaid in full or in part immediately.
    10. Where sums due from the Customer to the Company remain unpaid for more than 20 Business Days past the due date for payment or for more than one calendar day following any demand made by the Company for immediate payment, those sums will automatically and without notice to the Customer crystalise and become recoverable by the Company as a debt.   
    11. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. Limitation of liability
    1. The limits and exclusions in this clause 9 (Limitation of Liability) reflect the insurance cover the Company has been able to arrange and the price of the products that the Company charges. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
    2. The Customer agrees and acknowledges that the cap on the Company’s liability in clause 9.5 and the other exclusions and limitations in this Contract are reasonable in the context of the price charged by the Company for the Goods.  The parties may negotiate in good faith to amend the cap on liability, provided that any increase in the cap is mutually agreed upon in writing in the Special Terms section of the Customer [Order][onboarding] Form.  Any amendments to the cap on the parties’ liability shall take into account the exposure to risk and shall be appropriate and relevant to the price being charged by the Company.
    3. References to liability in this clause 9 (Limitation of Liability) include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
    4. Nothing in the Contract limits any liability for:
       1. death or personal injury caused by the Company’s negligence;
       2. fraud or fraudulent misrepresentation;
       3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
       4. defective products under the Consumer Protection Act 1987; or
       5. any liability that cannot legally be limited or excluded; or
       6. the Customer's payment obligations under the Contract.
    5. Subject to clause 9.4 (Limitation of Liability), the Company's and the Group’s total liability to the Customer shall not exceed £5,000,000.00
    6. Subject to clause 9.4 (Limitation of Liability), the following types of loss are wholly excluded:
       1. loss of profits (including loss of anticipated savings);
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of use or corruption of software, data or information;
       5. loss of or damage to goodwill; and
       6. indirect or consequential loss.
    7. Subject to clause 9.4 (Limitation of Liability), where the Customer is:
       1. not a Consumer, the Company shall not be liable for any Losses that the Customer experiences as a direct or indirect consequence of any advice, consultation, guidance, help assistance, support or direction given by any employees and/or representatives of the Company at any time in the sales process, before the sale process or after the sales process relating to the Goods.  The Customer acknowledges and agrees that this service provided by the Company through its employees and/or representatives is free of charge and provided to facilitate good customer service and as a goodwill gesture on behalf of the Company and that as such this is not a service for which the Company can be held liable; and
       2. a Consumer, The Customer will be responsible for ensuring that all information and instructions and details and context relevant to any advice consultation, guidance, help assistance, support or direction given by any employees and/or representatives of the Company at any time in the sales process, before the sale process or after the sales process relating to the Goods is complete and accurate and the Company will not be liable for any Losses that the Customer experiences as a direct or indirect consequence of that advice service to the extent that any such Losses result directly or indirectly from the misinformation provided by the Customer to the Company.
    8. Subject always to clause 9.4 (Limitation of Liability), the Company shall not be liable to the Customer for any Losses suffered by the Customer arising directly or indirectly from the Customer’s failure to follow the instructions and/or guidance contained in the material safety data sheets (‘MSDS’) and/or safety data sheets (‘SDS’) issued alongside and relevant to the Goods.
    9. Subject always to clause 9.4 (Limitation of Liability), the Customer will comply in all material respects with all guidance, instructions, recommendations, protocols and measures set out in the MDS and/or SDS and will indemnify and keep indemnified the Company, the Group, their directors, agents, representatives and/or sub-contractors from and against any and all liability for Losses that the Company, the Group and/or its directors, agents, representatives and/or sub-contractors may suffer and that was caused directly or indirectly by the Customer’s failure to adhere in all material respects to the content of the content of the relevant MDS and/or SDS.
    10. This clause 9 (Limitation of Liability) shall survive termination of the Contract.
12. Termination
    1. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
       1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of it being notified in writing to do so;
       2. the Customer 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;
       3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
       4. the Customer's financial position deteriorates so far as to reasonably justify the Company’s opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    2. Without limiting its other rights or remedies, the Company may suspend supply of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's unpaid invoices and interest and all sums outstanding and included in any credit facility previously afforded by the Company to the Customer, in respect of Goods supplied but for which no invoice has been submitted, the Company shall immediately submit an invoice, which the Customer shall pay that invoice in full immediately on receipt.
    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.
    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.
13. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 20 Business Days, the party not affected may terminate the Contract by giving not less than 5 Business Days' written notice to the affected party.

1. General
   1. Assignment and other dealings.
      1. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract[, provided that it gives prior written notice of such dealing to the Customer].
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract, without the prior written consent of the Company.
   2. Entire agreement.

12.2.1   The Contract constitutes the entire agreement between the parties.

12.2.2   Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

1. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
   1. Waiver. 

12.4.1   Except as set out in clause 2.4, 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. 

12.4.2   A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

1. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 12.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

   1. Notices.

      1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      2. Any notice shall be deemed to have been received:
         1. if delivered by hand, at the time the notice is left at the proper address; or
         2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
         3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

                  delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business as appears on the Customer [Order][onboarding] Form (in any other case

   2. Third party rights.
      1. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.  The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
   3. Governing law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.