Terms & Conditions
Terms and Conditions of Sale

1.         DEFINITIONS

In these Conditions the following words have the following meanings:

"Company": ParkerSteel Limited a company registered in England and Wales under company number 12080311 whose registered office at Main Building, Vauxhall Road, Canterbury, Kent, CT1 1HD it's main trading address and whose VAT number is GB 328 3952 80. Company shall include but will not be limited to the trading styles, Parkersteel, MSSL, Midlands Steel Sections, Parkertools and Directfromdock.co.uk.

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

"Customer": the company, firm or person who agrees to buy the Goods from the Company.

"day": a day when the main lending banks in England and Wales are open for business.

"Data Protection Legislation": (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

"Data Subjects": for the purpose of these Conditions include all living individuals about whom the Company holds Personal Data on behalf of the Customer.

"Delivery Point": the location for delivery of the Goods specified in the Company's quotation or order confirmation.

"Goods": the goods which the Company is to supply in accordance with these Conditions. Any reference to "the Goods" shall, where appropriate, include a reference to part of them. Goods shall include those DFD Goods purchased from the Company's Direct from Dock ("DFD") website www.directfromdock.co.uk which will be identified separately on any order but such DFD Goods are subject to supplementary terms and conditions which are set out below.

"Personal Data": has the meaning given in the Data Protection Legislation.

"Price": the purchase Price of the Goods as stated in the Company's quotation or order confirmation.

"Special Delivery Goods": Goods which the Company has agreed by marking the order "Special Delivery" to deliver by a specific time and date in consideration for which the Customer agrees to pay a Special Delivery Charge.

"Special Delivery Charge": A charge payable by the Customer for Special Delivery.

"Special Purchase Goods": Goods that are sourced or modified specifically for the Customer, and confirmed as such on the sales order, delivery or invoice paperwork as "SP" or similar designation.

2. FORMATION OF THE CONTRACT
2.1 The Contract comprises the whole agreement between the Company and the Customer and no other express terms, written or oral, shall be incorporated into the Contract.
2.2 These Conditions override any other terms which the Customer may subsequently seek to impose.
2.3 Any statement by an employee or representative (other than a director) of the Company to:-
2.3.1 vary any of these terms or introduce any other terms, written or oral, into the Contract;
2.3.2 give any advice, make any representation, agree any condition precedent or enter into any collateral contract;
2.3.3 give any guarantee of delivery dates or times (except in the case of Special Deliveries);
shall not be binding on the Company unless confirmed by the Company in writing and signed by a director.
2.4 The Customer's order constitutes an offer by the Customer to purchase the Goods from the Company on these Conditions and the Contract between the Company and Customer is made by the Company's acceptance of the Customer's offer.
3. PRICES
3.1 Any quotation given by the Company is valid for 30 days only unless otherwise stated therein.
3.2 Unless otherwise stated in the Company's quotation, the Price of the Goods does not include:
3.2.1 Packaging and delivery, which shall be charged in addition at the Company's prevailing rates at the time of acceptance of order.
3.2.2 The provision of a test certificate (if required).
3.2.3 VAT, or any other customs duty or sales tax which may be added as required by rules or regulations currently in force, which shall be paid in addition at the rate prevailing on the date of the VAT invoice.
3.3 The Company reserves the right to make an additional charge in respect of preparation of working drawings or designs which are necessary for processing the Customer's order or are requested by the Customer including, but not limited to, drawings for use by the Customer in connection with other associated building work or trades.
3.4 Where at any time before delivery of the Goods:
3.4.1 there is an increase in the cost of raw materials, transport, components or labour;
3.4.2 there are any currency fluctuations increasing the cost of raw materials or components;
3.4.3 there are increases in alloy surcharges;
the Company is at liberty to adjust the Price accordingly subject to giving the Customer notice of not less than 24 hours of the increase.
3.5 The Customer shall have no right of cancellation by virtue of the increase in the Price in accordance with Condition 3.4 unless such increase is in excess of 10% of the Price. Such right of cancellation shall be the only remedy available to the Customer and the Company accepts no responsibility for any losses arising there from.
4. MATERIALS
4.1 All orders are accepted by the Company subject to materials and components being available to the Company from its suppliers and by accepting an order the Company does not give a warranty as to availability.
4.2 The Company reserves the right to vary the agreed specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.
4.3 Goods that are modified specifically for the Customer, sourced specifically for the Customer or are marked "SP" on the Sales Order, delivery or Invoice paperwork are non returnable or cancellable after order.
5. PAYMENT
5.1 Except in the case of Customers with a pre-agreed credit facility, the Goods shall be paid for in full prior to delivery and/or commencement of work by the Company, or on collection, as may be agreed by the Company.
5.2 The Company may, in its sole discretion, agree with a Customer a credit facility, in which event, subject to the Customer's compliance with these Conditions:
5.2.1 The Company will manufacture and supply Goods of an invoice value up to the limit of the agreed credit.
5.2.2 If the Customer's credit limit is exceeded manufacturing and supply may be suspended until the Customer's credit is reduced below the limit or the Company may terminate all contracts between the Customer and the Company.
5.2.3 The Company will invoice the Customer upon delivery of the Goods and the invoice will be payable by the end of the month following the month in which delivery is made unless a contrary arrangement is agreed in writing by the Company.
5.2.4 The Company may in its absolute discretion withdraw or reduce a Customer's credit facility at any time for any reason in which event Condition 5.1 shall apply to all pending orders.
5.3 If the Customer fails to pay for the Goods or any other goods supplied by the Company by the due date the Company may:-
5.3.1 Charge interest on overdue invoices at the rate of 2% per month calculated on a daily basis from the due date, provided that the Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
5.3.2 Withhold manufacture or supply of any goods due to the Customer.
5.3.3 Appropriate any payment made by the Customer to such of the Goods (including goods supplied under any other contract with the Customer) as the Company may in its sole discretion think fit.
5.3.4 Require immediate payment in respect of all goods delivered to the Customer notwithstanding any other payment terms that may have previously applied.
5.3.5 Terminate any or all contracts between the Company and the Customer.
5.4 The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim for any reason whatever.
5.5 In addition to any right of lien to which the Company may by law be entitled the Company shall be entitled to a general lien on all goods of the Customer in the Company's possession (even if such goods or some of them may have been paid for) for the unpaid Price of the Goods.
5.6 The Company shall have the right of set off for amounts owed to the Customer against amounts owed by the Customer.
5.7 If the Company has to resort to legal proceedings to recover the Price or part thereof from the Customer, the Company reserves the right to charge interest as above and its legal fees and disbursements.
6. DELIVERY
6.1 Delivery shall be deemed to take place at the moment the Customer instructs the Company's driver to position his vehicle for discharge of the Goods at the Delivery Point or, in the event that the Customer collects and/or transports the Goods from the Company, the moment of loading onto the Customer's or Customer's contractor's vehicle or handing to the Customer.
6.2 Delivery shall be subject to the terms of the Company's Metal Products Delivery Plan, copies of which are available at www.parkersteel.co.uk/DeliveryPlan.pdf, by e-mailing Sales@Parkersteel.co.uk or from the Company's sales office.
6.3 The Customer waives the right to deny delivery has taken place when a delivery note identifying the Goods has been signed by or on behalf of the Customer.
6.4 Any time(s) and date(s) specified for delivery of the Goods shall be treated as estimates only. Time shall not be of the essence of the Contract, nor may be made so.
6.5 In the event that the Company fails to deliver Special Delivery Goods by the agreed date and time, or in the case of any other Goods within 14 days of the agreed delivery date, the Customer shall be entitled to give 7 days notice in writing requiring delivery failing which the Customer may rescind the Contract.
6.6 In the event of delay in delivery of Special Delivery Goods the Company agrees to pay the Customer compensation limited to twice the Special Delivery Charge.
6.7 The Company may deliver by separate installments, each of which may at the Company's option be invoiced and paid for in accordance with the provisions of these Conditions.
6.8 Subject to the other provisions of these Conditions, the Company shall not be liable for any indirect or consequential loss (both of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Company's negligence or deliberate breach).
6.9 The Company will refuse to deliver any Goods over roads or other ground which the Company considers unsuitable and any resultant abortive costs incurred will be paid by the Customer to the Company.
6.10 It is the Customer's responsibility to offload the Goods at the Delivery Point in a safe manner and to provide, free of charge, adequate labour and equipment for this purpose.
6.11 Without prejudice to any other right or remedy the Company may have, if for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licenses or authorizations:
6.11.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
6.11.2 the Goods shall be deemed to have been delivered;
6.11.3 the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance); and
6.11.4 after 5 days of the refused or failed delivery the Company may in its absolute discretion sell the Goods and credit the proceeds against the Price, and the Customer shall be liable to the Company to the extent of any shortfall.
6.12 With the exception of Special Purchase Goods the Company will, subject to Condition 8, accept the return of Goods which have been delivered subject to the following conditions:
6.12.1 Goods must be returned to the Company in their original condition and in their original packaging;
6.12.2 the Customer must notify the Company in writing within 5 days of delivery of the wish to return the Goods stating the relevant dispatch note number;
6.12.3 Goods delivered on the Company's transport will be collected by the Company's transport but only when a request for collection has occurred and bona fide collection paperwork has been raised by the Company for the driver to collect these goods;
6.12.4 in the case of deliveries made by the Company's authorised carrier, Goods must be returned within 7 days of delivery quoting the relevant dispatch note number(documentation should be retained and not handed to the Company's local representative);
6.12.5 the Company reserves the right to levy a handling charge. Goods accepted for return and in respect of which there is proof of collection paperwork, upon inspection in accordance with paragraph 12 hereof and by agreement with the Company, the goods will be credited at the Price and the handling charge (if any) applied; and
6.12.6 Goods to be returned, which were originally collected by the Customer, should be adequately packed and dispatched at the Customer's risk freight prepaid clearly labeled to Returns Department ParkerSteel Limited Vauxhall Road Canterbury Kent CT1 1HD.
6.13 The Customer must be able to take delivery between 7:00 and 17:30 hours, (Monday to Friday). If the Customer does not have personnel available, the incorrect offloading equipment, the Company cannot deliver because in its view it cannot get access to the delivery location because of the road/ground condition, or the Customer otherwise refuses or fails to accept delivery (in full or part), the Company will not be able to complete delivery and the Customer will be charged a handling fee of 25% of the order value.
7. PROPERTY AND RISK
7.1 Ownership of the Goods remains with the Company and will not pass to the Customer until the earlier of the following events:
7.1.1 the Company is paid for all the Goods and no other amounts are owed by the Customer to the Company in respect of other goods supplied by the Company; or
7.1.2 the Goods are permanently incorporated in other goods; (but this shall not apply where the Goods are permanently incorporated into other Goods supplied by the Company) or
7.1.3 the Goods are subjected to a manufacturing or construction process (which shall exclude decoiling, cutting, slitting, punching, binding or rebundling).
7.2 If the Customer is overdue in paying for the Goods or any other goods supplied by the Company, the Company may, if still the owner recover and resell them. The Customer gives the Company irrevocable authority to enter the premises or land upon which the Customer is working or which the Customer owns or leases for this purpose and for the purpose of inspecting the Goods, labeling them and/or recovering them. This does not affect any other right of the Company.
7.3 Until the Customer has paid the Company for the Goods and all other goods which the Company has supplied to the Customer, the Customer:
7.3.1 holds the Goods on a fiduciary basis as the Company's bailee;
7.3.2 must not assign to any other person any rights arising from a sale of the Goods without the Company's written consent;
7.3.3 must store the Goods separately from all other goods held by it so that they remain readily identifiable as the Company's property;
7.3.4 must not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;.
7.3.5 must maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery (holding the proceeds of any such insurance in trust for the Company in respect of the Goods);
7.3.6 must give the Company such information relating to the Goods as it may require from time to time.
7.4 If the Customer sells the Goods, any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
7.5 Risk in the Goods passes to the Customer upon delivery.
7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
7.7 The Customer must insure the Goods against all insurable risks for the Price due to the Company for the Goods.
7.8 If the Goods are destroyed by an insured risk before the Customer has paid for them, the Customer shall hold the insurance proceeds as the Company's trustee.
7.9 On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this Condition 7 shall remain in effect.
8. ACCEPTANCE
8.1 The Customer shall be deemed to have accepted the Goods upon delivery and it shall be conclusively agreed that the Goods are in accordance with the Contract unless:
8.1.1 within 5 days after delivery and prior to their use or resale the Customer serves on the Company a written notice specifying the alleged defect in the quantity, quality or state of the Goods which would be apparent upon careful inspection or by such testing as it is reasonable in all the circumstances for the Customer to undertake and thereinafter provides the Company with a reasonable opportunity of inspecting or testing the Goods before they are used or resold; or
8.1.2 in the case of delivery by a third party carrier within twenty-four hours after delivery and prior to their use or re-sale the Customer gives the Company verbal or written notice specifying the matters required under 8.1.1 above provided that the Customer has not taken delivery of the Goods with damaged packaging; or
8.1.3 if the alleged defect in the quality or state of the Goods would not be apparent upon careful inspection or reasonable testing the Customer serves on the Company written notice of such defect forthwith upon its discovery, and in any event not more than 6 months after delivery, specifying the matters complained of and affording the Company a reasonable opportunity of inspecting or testing the Goods.
8.2 The Company may in its absolute discretion require the return of the Goods and such return/collection shall not be construed as an admission of any liability.
9. SPECIFICATION
9.1 In addition or subject to any other warranty or condition previously agreed in writing, the Company warrants that, subject to the terms of Condition 9, the Goods are of satisfactory quality and correspond, within reasonable tolerance levels, to the quantity ordered and to the Company's specification or description of the Goods.
9.2 The Goods are sold on the basis of weighed weight or calculated weight or quantity according to the Company's practice for that product. Sizes are supplied within the tolerances as laid down by the manufacturers of the product. Where weighed weight is chargeable, the count is not guaranteed and claims based solely upon count cannot be accepted. The Goods shall be deemed to be within reasonable tolerances and the Company shall have fulfilled the Contract if the Goods delivered are within a tolerance of 10 per cent above or below the quantity ordered.
9.3 The Goods will only be supplied within the tolerances stated in the current British Standard or European Standard for the appropriate product, where such a standard exists, or if it has been expressly requested in writing by the Customer and expressly specified by the Company on its delivery note and invoice. Any statement in a British or European Standard as to suitability of the Goods for any purpose is excluded.
9.4 Any statement in a British or European Standard as to suitability of the Goods for any purpose is excluded.
9.5 Except as provided in Condition 9.1 all terms, conditions, warranties or descriptions implied by law or expressed orally by the Company's employees or agents or otherwise, as to the quantity, quality or fitness for the purpose of the Goods or their conformity to any samples or description provided by or on behalf of the Company are expressly excluded, except where the Goods are of a type ordinarily bought for private use and the Customer is not buying or holding out as buying the same in the course of a business.
9.6 The Company shall not be responsible for the accuracy or suitability of any drawing design or specification supplied by the Customer to the Company in relation to the Goods notwithstanding that the Company may have inspected, commented or relied upon the same in the manufacture and/or supply of the Goods.
10. DEFECTS
10.1 Subject to Condition 11 below, provided that the Customer has complied with Condition 8, if the Goods or any part thereof are defective in quality or state or otherwise not in accordance with the Contract then if the Company and the Customer do not agree that the Customer shall accept the Goods at a revised Price or that the Goods should be made good at the Company's expense the Company will accept the return of the Goods by the Customer and at the Customer's option either:
10.1.1 repay or credit the Customer the Price and any reasonable costs incurred by the Customer for the purpose of transporting the Goods back to the Company; or
10.1.2 replace the Goods by delivering replacement goods as soon as reasonably practicable and in all other respects in accordance with the Contract.
11. COMPANY LIABILITY
11.1 The Customer shall have no right of rejection of the Goods and the Company shall have no liability for negligence or breach of contract except as provided in Condition 10, which clause is in substitution for any other legal remedy of the Customer.
11.2 The Company shall have no liability for ascertaining whether the Goods are suitable or reasonably fit for the purpose for which they were ordered or for any other advice it may give whether by itself, its employees or agents as to the application or suitability of Goods for any purpose whatsoever.
11.3 The Company shall not be liable for any loss or damage to the Goods in transit that are at the Company's risk where the Customer's packing and protection specification differs from that recommended by the Company.
11.4 Nothing in these Conditions excludes or limits the liability of the Company:
11.4.1 for death or personal injury caused by the Company's negligence; or
11.4.2 under section 2(3), Consumer Protection Act 1987; or
11.4.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
11.4.4 for fraud or fraudulent misrepresentation.
11.5 Subject to Conditions 6.6 and 11.4
11.5.1 the Company's total liability in contract, tort (including negligence, deliberate breach or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and
11.5.2 the Company shall not be liable to the Customer for: (a) loss of income or revenue; (b) loss of profit; (c) loss of business; or (d) depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused and even if caused by the Company's negligence or deliberate breach) which arise out of or in connection with the Contract.
12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), collapse of building structures or failure of plant and/or machinery or restraints or delays affecting carriers or utilities or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
13. NON PRIMES
13.1 Any statement, specification, description or other information provided by the Company in respect of non-primes is given in good faith but the Company can accept no responsibility for its accuracy.
13.2 Goods sold as "non-prime" or Goods which the Company and the Customer agree to be "nonprime" are sold in their actual state, as seen, without warranty and with all faults whether or not the Goods have been inspected by the Customer prior to delivery
13.3 The Company shall have no obligation to replace or make good non-prime goods or entertain any claim whatsoever in respect thereof and the Customer shall indemnify the Company against all claims made against it and all losses, liabilities, costs and expenses which arise out of loss or damage to property or injury to or death of any person caused or alleged to be caused by or consequent upon the supply of a product (as defined in Section 1 of the Consumer Protection Act 1987) to the Customer as "non-prime" or to any third party by the Customer which comprises nonprime goods sold to the Customer by the Company or which has a component or components or includes or is otherwise manufactured from any non-prime goods supplied by the Company whether or not such claim is made pursuant to the said Act.
13.4 If the Customer shall resell non-prime goods the Customer shall ensure that a provision in similar form to this condition is incorporated in the contract for such resale unless prior to reselling such goods the Customer has caused the goods or such part thereof as the Customer resells to comply with a recognised specification or standard.
14. INSOLVENCY
14.1 If the Customer
14.1.1 has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolutions passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
14.1.2 suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
14.1.3 encumbers or in any way charges any of the Goods;
then the provisions of Condition 14.2 shall apply.
14.2 In the event of any of the circumstances under clause 14.1 arising then:
14.2.1 the Company may terminate the Contract or suspend further deliveries under the Contract;
14.2.2 if the Goods have been delivered but not paid for, the Price shall become due immediately regardless of any previous agreement to the contrary;
14.2.3 the Customer's right to possession of the Goods shall terminate immediately.
15. ASSIGNMENT
15.1 The Contract shall not be assigned by the Customer to any third party without prior written consent of the Company.
15.2 The Company may assign any benefit or sub-contract performance of the Contract.
16. INTELLECTUAL PROPERTY
The Customer indemnifies the Company against all actions, proceedings, claims, costs and expenses which may be brought against or incurred by the Company by reason of its supplying the Goods or applying any process or service in relation to goods of the Customer in accordance with any such drawings, specifications or other information whether or not it alleged in such actions, proceedings and claims that any patent mark design copyright or other intellectual property or other exclusive right of any third party has been infringed.
17. PERSONAL DATA
17.1 The Company will use Personal Data given by the Customer to:
(a)  register the Customer as a new customer;
(b) supply the Goods;
(c) process payments and otherwise comply with its obligations in these conditions/the Contract;
(d) give information about the Goods;
(e) manage the Company's relationship with the Customer; and
(f) give information about other products and/or services that the Company may provide (but the Customer may stop receiving this at any time by contacting the Company).
17.2 The Company will hold and process Personal Data in accordance with its privacy policy, a copy of which is available on its website.
17.3 The Customer and the Company will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
17.4 The Company is the data controller and responsible for the Customer's Personal Data.
17.5 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration of the Contract.
17.6 The Company shall, in relation to any Personal Data processed in connection with the performance of the Contract:
(a)  process that Personal Data in accordance with its privacy policy or on the written instructions of the Customer unless the Company is required by law to process the Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) only transfer any Personal Data outside of the European Economic Area where the following conditions are fulfilled:
(i) appropriate safeguards are provided in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Company complies (where possible) with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) respond to any reasonable request from a Data Subject and ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach; and
(g) at the written direction of the Customer but subject always to the Company's privacy policy, alter the Customer's preferences regarding marketing or delete or archive the Personal Data of the Customer.
17.7 The Customer consents to the Company appointing third-party processors of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 17. As between the Customer and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 17.7.
18. GENERAL
18.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
18.7 The Company has the right to revise and amend these Conditions from time to time to reflect changes, including without limitation, in market conditions affecting our business, changes in technology, changes in prices and payment methods, changes in relevant laws and regulatory requirements and changes in the Company's system's capabilities.
18.8 The Customer will be subject to the policies and Conditions in force at the time that you order the Goods, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Customer), or if the Company notifies you of the change to those policies or these Conditions before delivery or oin the case of DFD Goods the Company sends you the Dispatch Notification (in which case the Company has the right to assume that the Customer has accepted the change to the Conditions).
18.9 The Company intends to rely upon these Conditions and any document expressly referred to in them in relation to the subject matter of any Contract.
18.10 In entering into a Contract, neither party has relied on any representation, undertaking or promise given by the other or which can be implied from anything said or written in negotiations between the parties prior to such Contract except as expressly stated in these Conditions.
19. NOTICES
All notices given by the Customer to the Company must be given to ParkerSteel Limited at Vauxhall Road, Canterbury, Kent, CT1 1HD. The Company may give notice to the Customer at either the e-mail or postal address the Customer provided when placing an order. Notice will be deemed received and properly served immediately when posted on the Company's website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
20. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications the Company sends to the Customer should be in writing. When using the Company's website, the customer accepts that communication with the Company will be mainly electronic. The Company will contact the Customer by e-mail or provide information by posting notices on its website. For contractual purposes, the Customer agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that the Company provides to you electronically comply with any legal requirement that such communications be in writing. This Condition does not affect any statutory rights.
21. BS QUALITY STATEMENT

The Company is committed to a comprehensive quality assured system following the guidelines set out in BS EN ISO9001:2000 which aims to provide consistent service, giving quality materials correctly, first time every time.

Explanation of *Codes:
*A = Quality Assured sourced material with lot-traceability, *B = Quality Assured sourced material, *O = Non Quality Assured material - In the absence of any code the product shall be deemed outside the scope of registration.

Telephone calls may be recorded for training and / or security purposes.

22. CE Marking and the CPR
22.1 Upon order placement you will be required to indicate if the Goods or Customer Products to which your order relates are intended for use and / or sale for use in a construction setting and therefore require the application of applicable CE markings and, if applicable, it shall be your responsibility to confirm the relevant execution class for which a CE mark is required. ParkerSteel Limited shall only apply CE markings to any Goods and / or Customer Products if indicated as being required by you and in the execution class you have confirmed as applicable and ParkerSteel Limited shall have no responsibility for advising you or determining on your behalf whether a CE mark is required and, if so, which execution class is applicable. Nor shall the application of a CE marking by ParkerSteel Limited at your request and / or based on the information provided by you indicate or imply any liability on the part of ParkerSteel Limited for determining that such CE marking is accurately applied or correctly reflects the purpose for which you intend to use the supplied Goods or Customer Products.
22.2 If your order is silent on the issue of CE marking and if no relevant process is being applied to the Goods and / or Customer Products by ParkerSteel Limited, ParkerSteel Limited shall transfer to you the benefit of any certification given by the original producer or supplier of the Goods to the extent relevant.
THE FOLLOWING PROVISIONS ARE SUPPLEMENTAL TO AND VARY OUR CONDITIONS OF SALE AND APPLY SPECIFICALLY TO DEALINGS BETWEEN THE COMPANY AND CUSTOMER VIA THE INTERNET ("WEB TERMS")
1. FORMATION AND TERMS OF CONTRACT
1.1 No contract shall subsist between the Company and the Customer until the Company accepts by e-mail the Customer's order.
1.2 Acceptance of an order will be deemed complete and effectively communicated to the Customer at the time the Company sends an acceptance e-mail to the Customer.
1.3 All descriptions and illustrations contained in this web site or any price list or other information communicated to the Customer are intended merely to present a general idea of the Goods, and do not form any part of the contract between the Company and the Customer.
1.4 Prices shown on the Company's web site may differ from those contained in the Company's published price list and apply solely to Goods ordered via the website.
2. LIABILITY
2.1 The Company will take reasonable steps to ensure confidentiality of the Customer's data within the terms of the Company's Privacy Policy.
2.2 Save as set out in 2.1 the company does not accept liability for the security of e-mails or data transferred over the Internet.
2.3 The Customer shall keep confidential all passwords and PINs nominated for use in connection with use of the Company's web site. The Company may disclose any information in connection with the Customer's accounts to anyone who correctly quotes the Customer's password.
2.4 The Company's exclusion of liability contained at clause 11.5 of its Conditions of Sale shall extend to any direct, indirect or consequential damage, loss, expense or claim arising from use of the Company's web site or any transfer of data between the Company and Customer by e-mail or attachment or otherwise including but not limited to damage caused by any virus or trojan horse.
3. INTELLECTUAL PROPERTY
3.1 All web site design, text, graphics and the selection and arrangement thereof and all software compilations, source codes software and other material on the Company's web site are the copyright of the Company.
3.2 The Customer may electronically copy and print to hard copy portions of the Company's web site for the sole purpose of conducting legitimate business with the Company.
3.3 Reproduction or other use of materials on the Company's web site other than as set out above is strictly forbidden without written permission of the Company. (End)
Version: 2020-07-10 V1
ParkerSteel Limited Standard Conditions of Purchase, Version 2019-08-06V2
1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
"Business Day" a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Commencement Date" has the meaning set out in clause 2.2.
"Conditions" these terms and conditions as amended from time to time in accordance with clause 16.7.
"Contract" the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
"Customer" ParkerSteel Limited registered in England and Wales with company number CN 12080311.
"Customer Materials" has the meaning set out in clause 5.3.9.
"Deliverables" all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
"Goods" the goods (or any part of them) set out in the Order.
"Goods Specification" any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
"Intellectual Property Rights" patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Order" the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form.
"Services" the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
"Service Specification" the description or specification for Services agreed in writing by the Customer and the Supplier.
"Supplier" the person or firm from whom the Customer purchases the Goods and/or Services.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a references to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 the Supplier issuing written acceptance of the Order; or
2.2.2 any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
3. Supply of Goods
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Goods Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgment;
3.1.3 where applicable, be free from defects in design, materials and workmanship and remain so for 24 months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.3 The Customer shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4. Delivery of Goods
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), 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; and
4.2 The Supplier shall deliver the Goods:
4.2.1 on the date specified in the Order or, if no such date is specified, then within 5 days of the date of the Order;
4.2.2 to the Customer's premises at Vauxhall Road, Canterbury, Kent CT1 1HD or such other location as is set out in the Order or as instructed by the Customer before delivery ("Delivery Location");
4.2.3 during the Customer's normal hours of business on a Business Day, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If the Supplier:
4.4.1 delivers less than 95 per cent of the quantity of Goods ordered, the Customer may reject the Goods; or
4.4.2 delivers more than 105 per cent of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.
4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.
5. Supply of Services
5.1 The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer.
5.3 In providing the Services, the Supplier shall:
5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;
5.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
5.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
5.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;
5.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier("Customer Materials") in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation; and
5.3.10 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services.
6. Customer remedies
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:
6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
6.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;
6.1.4 where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and
6.1.5 to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates.
6.2 If the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 20 per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of 80 per cent of the total price of the Goods. If the Customer exercises its rights under this clause 6.2 it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the Goods' late delivery.
6.3 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:
6.3.1 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
6.3.2 to terminate the Contract with immediate effect by giving written notice to the Supplier;
6.3.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
6.3.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
6.3.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
6.3.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.5 The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7. Customer's obligations
7.1 The Customer shall:
7.1.1 provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and
7.1.2 provide such information as the Supplier may reasonably request for the provision of the Services and the Customer considers reasonably necessary for the purpose of providing the Services.
8. Charges and payment
8.1 The price for the Goods:
8.1.1 shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and
8.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.
8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.3 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 90 days of the end of the month following receipt of a correctly rendered invoice, or delivery, whichever is later, to a bank account nominated in writing by the Supplier.
8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, 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 the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above HSBC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
8.8 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
9. Intellectual property rights
9.1 In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.
9.2 The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
9.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.4 The Supplier shall, promptly at the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 9.2.
9.5 All Customer Materials are the exclusive property of the Customer.
10. Indemnity
10.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
10.1.1 any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
10.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
10.1.3 any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
10.2 This clause 10 shall survive termination of the Contract.
11. Insurance
During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
12. Confidentiality
12.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the Customer, its employees, agents or subcontractors, and any other confidential information concerning the Customer's business, its products and services which the Supplier may obtain. The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Supplier may also disclose such of the Customer's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
12.2 This clause 12 shall survive termination of the Contract.
13. Termination
13.1 Without limiting its other rights or remedies, the Customer may terminate the Contract:
13.1.1 in respect of the supply of Services, by giving the Supplier one month's written notice; and
13.1.2 in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
13.2 Without limiting its other rights or remedies, in respect of the supply of Services, the Supplier may terminate the Contract by giving the Customer one month's written notice. For the avoidance of doubt, the Supplier may not terminate the Contract if it relates to the supply of Goods.
13.3 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
13.4 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
13.4.1 the Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;
13.4.2 the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
13.4.3 the Supplier 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.4.4 the Supplier 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
13.4.5 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 Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
13.4.6 the Supplier (being an individual) is the subject of a bankruptcy petition or order;
13.4.7 a creditor or encumbrancer of the Supplier 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 days;
13.4.8 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 Supplier (being a company);
13.4.9 the holder of a floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.4.10 a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
13.4.11 any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.4.3 to clause 13.4.10 (inclusive);
13.4.12 the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business; or
13.4.13 the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
13.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
14. Consequences of termination
On termination of the Contract for any reason, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
15. Force majeure
15.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control ("Force Majeure Event").
15.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
15.3 If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than 10 Business Days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.
16. General
16.1 Assignment and other dealings.
16.1.1 The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.1.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
16.2 Notices
16.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax.
16.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
16.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.
16.8 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including noncontractual disputes or claims).


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