EuroWindows Limited Terms of Sale – Trade

AGREED TERMS

  1. INTERPRETATION
    1.1. The definitions and rules of interpretation in this clause apply in these Terms of Sale.
    1.1.1. Supplier: EuroWindows Ltd, a company incorporated and registered in England and Wales with company number 1005254 whose registered office is at Poley Road, Stanford-le-Hope, Essex, SS170JJ
    1.1.2. Customer: The person, firm, organisation or otherwise who accepts a quotation from the Supplier for the sale of the Products or whose order for the Products is accepted by the Supplier.
    1.1.3. Contract: the contract for the sale of the Products comprising these Terms of Sale, the Specification, the Price, and the Order Acknowledgment, together with any special conditions agreed by the Supplier in writing.
    1.1.4. Delivery: completion of the delivery or collection (as applicable) of any Products or instalment thereof in accordance with clause 5.
    1.1.5. Order: an order for Products submitted by the Customer.
    1.1.6. Order Acknowledgment: the order acknowledgement issued by the Supplier in response to the Customers Order. The Supplier may issue an Order Acknowledgment in writing or verbally.
    1.1.7. Order Number: the reference number to be applied to an Order or accepted quotation by the Supplier in accordance with clause 3.2.
    1.1.8. Price: the prices of the Products as set out in the Order Acknowledgement, or it not stated, as set out in the Order or accepted quotation, unless expressly provided otherwise in writing by the Company.
    1.1.9. Product or Products: the products, or any part of them, set out in the Order Acknowledgment, or it not stated, as set out in the Order or accepted quotation, and, where the context requires, the Products ordered by and supplied to the Customer.
    1.1.10. Specification: the specification of the Products set out in the Order Acknowledgment, or it not stated, as set out in the Order or as varied in writing between the Supplier and the Customer.
    1.1.11. VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
    1.2. Any reference in these conditions to any provision of a statue 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 reference only and shall not affect their interpretation.
  2. BASIS OF THE SALE
    2.1. The Supplier shall sell and the Customer shall purchase the Products in accordance with any written quotation of the Supplier which is accepted by the Customer, or any Order of the Customer which is accepted by the Supplier, subject in either case to these Terms of Sale, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or such Order is made or purported to be made, by the Customer.
    2.2. For the avoidance of doubt, no terms or conditions endorsed on, delivered with or contained in the Customer’s Order, confirmation of Order, Specification or any other document shall form part of the Contract, even where such document may be referred to in the Order, Order Acknowledgment, or any other Contract document.
    2.3. No variation to these Terms of Sale or any subsequent variation shall be binding unless evidenced in writing by both the Customer and the Supplier.
  3. ORDERS AND SPECIFICATIONS
    3.1. No Order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until the supplier issues an Order Acknowledgement.
    3.2. The Supplier shall assign an Order Number to each Order it accepts, and any written quotation of the Supplier which is accepted by the Customer and notify such Order Numbers to the Customer.
    3.3. The Customer shall be responsible to the Supplier for ensuring the accuracy of any Order (including the applicable Specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Products within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
    3.4. The quality, quantity and description of and any Specification for the Products shall be those set out in the Order Acknowledgment, or where not set out in any Order Acknowledgement, as set out within the Customer’s Order.
    3.5. For the avoidance of doubt the Supplier holds no responsibility whatsoever for the adequacy of any design(s) contained within the Order and/or Specification, nor does the Supplier hold any liability in respect of any loss or damage arising from the design(s). The Customer retains full liability for all design(s) within the Order and/or Specification.
    3.6. In addition to clause 3.5, the Supplier does not warrant that any Product supplied to the Specification shall conform to the current design standards stated within the Building Regulations, Life Time Homes, Secured By Design, or PAS24. All liability and responsibility for the Specification conforming to such standards where required by the Customer remains with the Customer.
    3.7. In respect of Products which were manufactured to the Customer’s own design and Specification, the Customer shall indemnify the Supplier against all losses, damages, costs and expenses awarded against or incurred by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial property rights of any other person which results from the Suppliers use of the Customer’s specification.
  4. MANUFACTURE, QUALITY AND PACKAGING
    4.1. The Supplier shall manufacture, pack and supply the Products in accordance with all generally accepted industry standards and practices that are applicable.
    4.2. The Products supplied to the Customer by the Supplier under these Terms of Sale shall:
    4.2.1. conform to the Specification;
    4.2.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended); and
    4.2.3. subject to industry standard tolerances, be free from material defects in material and workmanship and, subject to clause 4.3.3, remain so for 12 months after Delivery.
    4.3. The Supplier shall be under no liability in respect of:
    4.3.1. any defect in the Products arising from any drawing, design or Specification supplied by the Customer or for which the Customer is responsible;
    4.3.2. any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse, alteration or repair of the Products by any person other than the Supplier; or
    4.3.3. where the Products are constructed from natural materials, faults in the Product that occur after Delivery including but not limited to rot, warping, twisting, swelling and splitting.
    4.4. The supplier shall furthermore hold no liability to the Customer where the Products conform to the Specification but do not meet the Customer’s requirements.
    4.5. Except as set out in these Terms of Sale, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Sale.
    4.6. Unless otherwise stated in the Order, standard ironmongery as recommended by systems suppliers and compatible with profiles will be provided. Any non-standard items requested and included in the Price may affect the Products and nullify any system or performance warranty on that Product.
    4.7. The Price does not include any fixing lugs or any bolts or brackets to suit any structural attachments nor does it include any panels or any bespoke aluminium pressings, non-standard brackets or flashings that may be required. All mastics and fixings relating to installation are also excluded.
    4.8. The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
    4.9. The Products are generally not protected by tape, as tape protection does not prevent damage caused by impact and also is required to be removed within three months of the date of application in order to prevent any permanent damage being caused to the finished material brought about by the effects of ultra-violet light on the adhesive within the tape.
  5. DELIVERY
    5.1. Where the Contract states that the products are to be collected from the Supplier by the Customer, then the Customer shall collect the Products from the Supplier’s premises at EuroWindows Ltd, Poley Road, Stanford-le-Hope, Esses, SS170JJ between the hours 9.30am and 3pm.
    5.2. Where the Contract provides for the products to be delivered by the Supplier to the Customer, unless otherwise agreed in writing, the Customer shall be responsible for
    5.2.1. the costs and provision of suitable offloading equipment and manpower.
    5.2.2. safe access to the offloading area which must be suitable for the purposes of delivery and offloading, and
    5.2.3. ensuring that the offloading is completed by the Customer and without undue delay. The Customer shall be liable for the costs of any such delay.
    5.3. Unless otherwise agreed between the parties, delivery of the products shall be made by the Supplier to the location set out in the Order Acknowledgment, or if no location is stated in the Order Acknowledgement, to the location set out in the Order.
    5.4. The Supplier may deliver Products in instalments. References in these Terms of Sale to any Delivery shall, where applicable, be read as references to Delivery of instalments.
    5.5. Unless expressly confirmed otherwise by the Supplier, all window and door units are delivered unglazed. Sliding and Bi-fold doors will be delivered with outer frames in kit form. Window and door frames over 3.5 metres in length will be split down and coupled for ease of handling, transport and to avoid joint movement. Curtain Walling is delivered unglazed in stick form.
    5.6. Delivery of the Products shall be completed when the Supplier places the Products at the Customer’s disposal at the location specified within clause 5.3.
    5.7. Deliveries will be made using the Suppliers choice of vehicle type. If the Customer has a specific vehicle requirement this will be agreed at the Supplier’s discretion and any additional costs incurred will be surcharged to the Customer.
    5.8. Where the Products are to be delivered in instalments, failure by the Supplier to deliver any one or more of the instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
    5.9. The Supplier will use reasonable endeavours to deliver the Products on the date or dates specified in the Order and will specify on the Order Acknowledgement the Company’s best estimate of delivery dates. However, for the avoidance of doubt, time of delivery shall not be of the essence of the Contract.
    5.10. The Products may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Customer.
    5.11. The Supplier shall supply with any delivered Products a delivery note showing the Order Number, the date of the Order, the type and quantity of Products included in the Delivery.
    5.12. Delays in the delivery of an Order shall not entitle the Customer to:
    5.12.1. refuse to take delivery of the Products; or
    5.12.2. claim damages.
    5.13. The Supplier shall have no liability for any failure or delay in delivering any Products to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under these Terms of Sale.
    5.14. If the Customer fails to take delivery of any Products on the Delivery Date, or fails to Collect any Products in accordance with the timescales for collection stipulated in clause 5.1, then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under these Terms of Sale:
    5.14.1. Delivery of the Products shall be deemed to have been completed at 9.00am on the Delivery Date; and
    5.14.2. the Supplier may
    5.14.2.1. store the Products until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance and redelivery costs), or
    5.14.2.2. without affecting the continuation of the Contract and after 20 working days of the Customers failure to take delivery or collect the Products, sell the Products, and (after deducting all reasonable storage, insurance and selling expenses) charge the Customer for any shortfall below the price under the Contract.
    5.15. Packaging materials shall remain the Supplier’s property and the Customer shall make them available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
  6. ACCEPTANCE AND DEFECTIVE PRODUCTS
    6.1. The Customer may reject any Products delivered to it that do not comply with clause 4.2, provided that notice of rejection is given to the Supplier:
    6.1.1. in the case of a defect that is apparent on normal visual inspection, within three business days of Delivery; and
    6.1.2. in the case of a latent defect, within five business days of the latent defect having become apparent.
    6.2. If the Customer fails to give notice of rejection in accordance with clause 6.1, it shall be deemed to have accepted such Products.
    6.3. If the Customer rejects any Products under clause 6.1 then:
    6.3.1. if the Supplier accepts that the Customers notice of rejection has been validly served and the Products notified therein do not comply with clause 4.2, then the supplier shall at the Supplier’s discretion either:
    6.3.1.1. repair or replace the rejected Products; or
    6.3.1.2. repay the price of the rejected Products in full if paid for.
    6.3.2. If the Supplier refutes the notice of rejection and/or any defect alleged therein, then the Supplier shall notify the Customer setting out the Suppliers reasons for refuting the notice of rejection and/or any defect alleged therein; following which the Supplier shall be under no obligation to undertake any of the actions described in clauses 6.3.1.1 and 6.3.1.2.
    6.4. Once the Supplier has complied with the Customer’s notice given under clause 6.1, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with clause 4.2.
    6.5. The terms of these Terms of Sale shall apply to any repaired or replacement Products supplied by the Supplier.
  7. TITLE AND RISK
    7.1. Risk in Products shall pass to the Customer on Delivery.
    7.2. Title to Products shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
    7.2.1. such Products; and
    7.2.2. all other sums which are or which become due to the Supplier from the Customer for sales of Products under this Contract or under any other Contract.
    7.3. Until title to Products has passed to the Customer, the Customer shall:
    7.3.1. hold such Products on a fiduciary basis as the Supplier’s bailee;
    7.3.2. store such Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
    7.3.3. not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
    7.3.4. maintain such Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier’s interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect such Products and the insurance policy, but the Customer may resell or use Products in the ordinary course of its business.
    7.4. If, before title to Products passes to the Customer, the Customer becomes subject to any of the events listed in clause 17.1.1-17.1.19, or the Contract is terminated under either clause 17.1 or 17.2 then without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up such Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
  8. PRICE
    8.1. The Price is exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.
    8.2. The Price is ex works and ex delivery unless otherwise stated in the Order Acknowledgement, Quotation, or otherwise agreed between the parties.
    8.3. No discount or retention is to be taken against the Price, unless agreed otherwise in writing by the Supplier.
  9. TERMS OF PAYMENT
    9.1. Without prejudice to clause 9.10, The Supplier shall be entitled to invoice the Customer for the Price or any interim instalment of the Price, on or at any time after Delivery of the Products, or on or after Delivery of each interim instalment or part of the Products.
    9.2. Each invoice shall quote the relevant Order Numbers.
    9.3. The Payment Due Date in respect of each invoice shall be the date of submission of the invoice by the Supplier.
    9.4. The Payment Period, means the period of time between the Payment Due Date and the Final Date for Payment and shall be 14 days unless:
    9.4.1. stated otherwise in the Order Acknowledgement, or
    9.4.2. otherwise advised by the Supplier to the Customer prior to entering this Contract, or
    9.4.3. otherwise agreed between the parties in writing prior to entering this Contract.
    In the event of discrepancy or conflict between any of the aforementioned Payment Periods then the Supplier shall advise the Customer of the Payment Period that shall prevail, and the Suppliers decision shall be final and binding.
    9.5. The Final Date for Payment is the date on which the payment of the sum due must be paid.
    9.6. Within 5 days after the Payment Due date the Customer shall issue a Payment Notice specifying the amount to be paid and the basis on which such payment is calculated.
    9.7. If a Payment Notice as prescribed in 9.6 above is not issued by the Customer by the required date, or is invalid in content, then the Supplier’s invoice shall become a Default Notice and the sums stated in the Invoice become the sums due subject only to the issue by the Customer of a valid Payless Notice as prescribed in clause 9.8 below.
    9.8. If the Customer intends to pay less than the sum due to the Supplier as stated in the Payment Notice or the Default Notice as the case may be, the Customer shall not later than 7 days before the Final Date for Payment give the Supplier a Payless Notice, being a notice served by the Customer that specifies an amount the Customer intends to deduct from the specified sum due in the Payment Notice or Default Notice as the case may be. The Payless Notice must specify the sum to be deducted and the basis on which that deducted sum is calculated. The Payless Notice is only effective from the date of receipt by the Supplier.
    9.9. Any queries or disputes with any invoice must also be raised in writing not later than 7 days before the Final Date for Payment, failure to dispute any invoice within this timescale days will result in the all the charges in the invoice also becoming an undisputed debt accepted by the Customer.
    9.10. All due payments shall be made in Sterling in full without set off, deduction or counterclaim. The Customer is furthermore not permitted to set off or abate any sum due against any other contract between the Parties.
    9.11. Payment shall be made by cheque or to a bank account nominated in writing by the Supplier.
    9.12. If the Customer fails to make any payment by the respective Final Date for Payment then the Supplier shall be entitled to:
    9.12.1. Exercise immediate suspension of the Suppliers works in whole or in part, including the suspension of any further deliveries to the Customer,
    9.12.2. Exercise a lien over all Products, for which the Customer has not yet paid, up to the value of the amount due under the Contract,
    9.12.3. Terminate the Contract, and
    9.12.4. Charge simple interest and all costs including the Supplier’s costs in any adjudication or mediation in pursuit of any late payments of invoices due to the Supplier after the Final Date for Payment in accordance with the current amended Late payment of Commercial Debts (Interest) Act 1998; the recovery of reasonable costs includes the Suppliers time taken in full in respect of administration, plus all legal & any other costs directly incurred in obtaining any amount of overdue payment on an indemnity basis.
    9.13. In the event of termination of the Contract for any reason, the Supplier shall be entitled to invoice the Customer for all sums due to the Supplier immediately upon termination, such sums include but are not necessarily limited to the Suppliers assessment of all sums due for all works undertaken by the Supplier in respect of the procurement, manufacture and delivery of the Products irrespective of whether the Products have been completed or delivered at the date of termination, and all due loss and expense arising out of an in connection with the termination. This clause 9.10 is without prejudice to any right to claim for further interest, costs and loss and expense under these Terms of Sale or otherwise at law.
  10. LIMITATION OF LIABILITY
    10.1. This clause sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
    10.1.1. any breach of the Contract however arising;
    10.1.2. any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
    10.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Contract.
    10.2. Nothing in these Terms of Sale and the Contract shall limit or exclude the liability of the Supplier for:
    10.2.1. death or personal injury resulting from negligence; or
    10.2.2. fraud or fraudulent misrepresentation; or
    10.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    10.2.4. breach of section 2 of the Consumer Protection Act 1987.
    10.3. Without prejudice to clause 10.2, the Supplier shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
    10.3.1. loss of profit; or
    10.3.2. loss of goodwill; or
    10.3.3. loss of business; or
    10.3.4. loss of business opportunity; or
    10.3.5. loss of anticipated saving; or
    10.3.6. special, indirect or consequential damage
    10.3.7. loss or damage suffered by the Customer that arises under, out of, or in connection with the Contract.
    10.4. The Supplier shall not be liable for any costs directly or indirectly incurred or loses suffered by the Customer or the Customer’s customers if the Supplier has to replace the Products.
    10.5. Without prejudice to clause 10.4, if the Customer installs Products which in accordance with clause 6.1.1 were defective on visual inspection, the Supplier shall have no liability for any costs incurred or loses suffered due to removing Products and reinstalling replacement Products.
    10.6. Without prejudice to clauses 10.2, 10.3, 10.4 or 10.5, the Supplier’s total liability arising under, out of, or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to a sum equal to the Price.
    10.7. Nothing in this clause shall restrict or limit the Customer’s general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim.
  11. ASSIGNMENT AND SUB-CONTRACTING
    11.1. The Customer may not assign or transfer or sub-contract any of its rights, benefits or obligations under the Contract without the prior written consent of the Supplier.
    11.2. The Supplier may assign or transfer or sub-contract any of its rights, benefits or obligations under the Contract without the prior written consent of the Supplier.
  12. FORCE MAJEURE
    12.1. The Supplier shall have no liability or responsibility for failure to fulfil its obligations under the Contract where the fulfilment of such obligations are prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
    12.2. The Supplier shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:
    12.2.1. notify the Customer of the nature and extent of such Force Majeure Event; and
    12.2.2. use reasonable endeavours to remove any such causes and resume performance under the Contract as soon as feasible.
    12.3. For the purposes of this clause 12, a Force Majeure Event means an event beyond the control of the Supplier (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.
  13. SEVERANCE
    13.1. If any provision of these Terms of Sale (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    13.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  14. VARIATION AND WAIVER
    14.1. Any variation of the Contract or any part thereof must be in writing and be signed by or on behalf of the parties.
    14.2. The Supplier reserves the right to vary the Price for any variation to the Contract, including but not necessarily limited to any variation in Specification, quality, quantity, Products, timescale, or method for the carrying out or delivery of any Products. The variation in the Price shall be calculated by the Supplier and advised to the Customer.
    14.3. No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
    14.4. No failure by the Supplier to exercise or delay in exercising any right or remedy provided under these Terms of Sale, the Contract, or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy.
    14.5. No single or partial exercise by the Supplier of any right or remedy under these Terms of Sale shall prevent or restrict the further exercise of that or any other right or remedy.
  15. DISPUTE RESOLUTION
    15.1. If any dispute arises out of the Contract the parties will have good faith discussions to attempt to settle the matter. If these discussions are initially unsuccessful, the parties shall escalate the dispute to their relevant respective directors. If, following such escalation, the parties are still in dispute, the parties shall attempt to settle that dispute by mediation in accordance with the Centre for Dispute Resolution’s (CEDR) Model Mediation Procedure.
    15.2. Without prejudice to clause 15.1, either party may at any time refer any dispute to Adjudication under the rules as set out in Part I of The Scheme for Construction Contracts (England & Wales) Regulations 1998 as amended by The Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (England) Regulations 2011.
    15.3. The Courts of England and Wales shall have jurisdiction over the final determination of any dispute or difference between the Parties which arises out of or in connection with this Contract.
  16. ENTIRE AGREEMENT
    16.1. These Terms of Sale and the Order constitute the whole agreement and understanding of the parties and supersede any previous arrangement, understanding or agreement between them relating to the Order.
    16.2. The Customer acknowledges that, in entering into the Order, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in these Terms of Sale and the Order.
    16.3. Nothing in this clause shall limit or exclude any liability for fraud.
  17. INSOLVENCY, TERMINATION AND SUSPENSION
    17.1. The Contract may be terminated immediately by the Supplier upon written notice to the Customer in the event that the Customer becomes subject to any of the following events:
    17.1.1. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
    17.1.2. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
    17.1.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
    17.1.4. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14
    17.1.5. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
    17.1.6. a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
    17.1.7. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
    17.1.8. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; and
    17.1.9. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under this contract has been placed in jeopardy;
    Without prejudice to the right to subsequently terminate the Contract at a later date, the Supplier also retains the right to first suspend performance of the Suppliers obligations under the Contract upon written notice to the Customer in the event that the Customer becomes subject to the events listed in clauses 17.1.1 to 17.1.9.
    17.2. The Supplier furthermore reserves the right to Terminate the Contract upon the giving of seven days written notice to the Customer, for:
    17.2.1. Non-payment by the Customer to the Supplier of a Due Sum by the Final Date for Payment, or
    17.2.2. Any offence by the Customer or and action by the Customer which could constitute an offence under the Bribery Act 2010
    17.2.3. Convenience or any other reason.
    17.3. Without prejudice to clause 10.2, the supplier shall not be liable to the Customer for any financial loss whatsoever suffered as a result of, under, or arising out of termination or suspension under clauses 17.1, or termination under clause 17.2.
  18. RIGHTS OF THIRD PARTIES
    18.1. No term of the Contract, including these Terms of Sale shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Contract.
  19. NOTICES
    19.1. All notices sent must be sent in writing to either the registered address or principle place of business of the other party. Notice will be deemed received and properly served three days after the date of posting of any letter. In proving the service of any notice it will be sufficient to prove that the letter was properly addressed, stamped and placed in the post.
  20. MISCELLANEOUS
    20.1. The provision of any Collateral Warranties, Bonds, Warranties, or Maintenance Manuals are expressly excluded from the Contract.
  21. GOVERNING LAW AND JURISDICTION
    21.1. The Contract, these Terms of Sale and any dispute or claim arising out of or in connection with them or the Order shall be governed by and construed in accordance with English law.