TERMS AND CONDITIONS FOR THE SUPPLY AND PURCHASE OF GOODS AND SERVICES

For The SUPPLY Of Goods And Services

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:

Agreed Service Visits: has the meaning given in clause 9.5.

Attendance Date: has the meaning given in clause 8.3.

Attendance Time: has the meaning given in clause 8.4.

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

Business Hours: the period from 9.00 am to 5.00 pm on a Monday to Thursday and the period from 9.00 am to 2.00 pm on a Friday in relation to any Business Day.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods or Services, or Goods and Services in accordance with these Conditions.

control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Customer: the person or firm who purchases the Goods or Services or Goods and Services from the Supplier, as specified in the Order.

Delivery: has the meaning given in clause 4.3.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 18.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, set out in the Order, or otherwise agreed in writing by the Customer and the Supplier.

Group Company:  in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

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 or Services or Goods and Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, which must include the information (as a minimum) contained within  the pro-forma order form attached overleaf, as the case may be.

Provisional Attendance Date: has the meaning given in clause 9.5.

Services: the services, including Service Visits, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Location: has the meaning given in clause 8.2.

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer as set out in the Order except where otherwise agreed in writing by the Customer and the Supplier.

Service Term: has the meaning given in clause 9.5.

Service Visit: has the meaning given in clause 9.1.

Supplier: Contained Air Solutions Limited, a company registered in England and Wales with company number 06130456.

Supplier Materials: has the meaning given in clause 10.1.10.

Warranty Period: has the meaning given in clause 5.1.

Warranty Service: has the meaning given in clause 5.2.

Warranty Service Visit: has the meaning given in clause 5.2.

  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a party includes its personal representatives, successors and permitted assigns.
    • A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
    • Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
    • A reference to writing or written excludes fax but not email.
    • Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
  1. Basis of contract
    • The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.
    • The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point, and on which date the Contract shall come into existence (Commencement Date).
    • Any samples, drawings, or advertising issued by the Supplier and any illustrations or descriptions of the Goods and Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force, unless otherwise agreed in writing.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
    • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
    • All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
    • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
  2. Goods
    • The Goods are described in the Order.
    • To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, if applicable the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 2 shall survive termination or expiry of the Contract.
    • The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
  3. Delivery of Goods
    • The Supplier shall ensure that:
      • each Delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the purchase order number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. Disposal of non-reusable packaging shall be disposed of by and at the expense of the Customer.
    • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree upon written request from the Customer (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
    • Delivery of the Goods shall be completed on the unloading of the Goods at the Delivery Location (Delivery).
    • The Customer may request, in writing, that the Supplier stores the Goods at a storage site (Storage Premises) for a maximum term of 6 months (Storage Term). Upon the unloading of the Goods at the Storage Premises, this will be deemed a Delivery in accordance with clause 3. The Supplier shall charge the Customer for the storage in addition to the price of the Goods pursuant to clause 11.1. On expiry of the Storage Term, the Customer must collect the Goods from the Storage Premises or the Supplier may agree to deliver the Goods at an additional charge.
    • Any dates quoted for Delivery of the Goods are approximate only, and the time of Delivery is not of the essence. The Supplier shall not be liable for any delay in Delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Supplier fails to deliver the Goods (in whole or in part), its liability shall be limited to the value of the relevant Contract. The Supplier shall have no liability for any failure to deliver the Goods (whether in whole or in part) to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • Without prejudice to clause 4, if the Customer fails to accept Delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
      • Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
      • the Supplier shall store and insure the Goods until actual Delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
    • Without prejudice to clause 4, if 6 months after the day on which the Supplier notified the Customer that the Goods were ready for Delivery the Customer has not accepted actual Delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and may, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
    • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    • The Customer must notify the Supplier of any complaints as to the condition or quality of the Goods on Delivery or in writing not more than 2 Business Days after Delivery.
  4. Quality of Goods
    • The Supplier warrants that on Delivery, and, unless specified otherwise in the Order, for a period of 12 months from the date of Delivery (Warranty Period), the Goods shall:
      • conform in all material respects with the Goods Specification; and
      • be free from material defects in design, material and workmanship.
    • Subject to clause 3, if:
      • the Customer gives notice in writing to the Supplier within the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 1;
      • the Supplier is given a reasonable opportunity of examining such Goods; and
      • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace the defective Goods (Warranty Service), and may, at its option, attend at the Customer’s premises to do so (Warranty Service Visit), in accordance with clause 9, to the extent applicable, or refund the price of the defective Goods in full.

  • The Supplier may, where applicable, charge the Customer for a Warranty Service and/or Warranty Service Visit and will advise the Customer of the costs and issue an invoice to them, such payment to be made in accordance with clause 11.
  • The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:
    • the Goods are consumables, including, but not limited to, filters;
    • the Customer makes any further use of such Goods after giving a notice in accordance with clause 2;
    • the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, calibration, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
    • the Goods are serviced and/or parts are replaced by the Customer or any third party who is not a Supplier service engineer or such servicing is done without the written consent of the Supplier;
    • the defect arises as a result of fair wear and tear, wilful damage, accidental damage, negligence, improper working environments, chemical contamination or changes in the working environment following commissioning of the Goods or provision of Services;
    • the Customer relocates the Goods following commission;
    • there is a change of control of the Customer;
    • the defect arises as a result of surges due to power failure;
    • the defect arises as a result of improper testing of the Goods which is not undertaken by or authorised by the Supplier;
    • the Supplier does not find a fault with the product during a Warranty Service or Warranty Service Visit; or
    • the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
  • These Conditions shall apply to any repaired or replacement Goods (or part thereof) supplied by the Supplier.
  1. Return of Goods
    • The Customer may submit a request to return the Goods to the Supplier not more than 10 Business Days following Delivery, except for filters, cabinets and new products which are non-returnable and non-refundable.
    • The Supplier may accept a request for return pursuant to clause 1 above at its sole discretion.
    • If the Supplier accepts a return request, the Customer shall return the Goods to the Supplier at the Customer’s expense without undue delay and in any event not later than 10 Business Days after the day on which the return request was accepted by the Supplier.
    • For the avoidance of doubt, until such time as the Supplier receives the returned Goods, the risk in the Goods shall remain with the Customer and the Supplier shall have no obligation to issue a refund to the Customer.
    • Refunds on returns shall be subject to a 30% handling fee and, if applicable, original carriage.
  2. Title and risk
    • The risk in the Goods shall pass to the Customer on Delivery. The Supplier shall have no liability for the Goods during off-loading and subsequent handling and storage unless agreed otherwise in writing by the Supplier.
    • Notwithstanding whether Delivery of the Goods has been made, title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of Delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clause 2.2 to clause 15.2.4; and
      • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
        • the Goods; and
        • the ongoing financial position of the Customer.
      • The Customer shall not resell the Goods before the Supplier receives payment for the Goods in full.
      • At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
  1. Supply of Services
    • The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
    • The Supplier shall supply the Services at the location set out in the Order or such other location as the parties may agree upon written request from the Customer (Service Location).
    • The Supplier shall only arrange and confirm any date for the provision of Services (Attendance Date) on receipt of an Order and written confirmation of access to the Service Location from the Customer, such Attendance Date to be agreed in writing between the Supplier and the Customer.
    • The Supplier shall confirm the time of attendance on the Attendance Date (Attendance Time) not less than one Business Day prior to the Attendance Date. Any Attendance Time shall be determined by reference to the time required to perform the Services and any travel time and shall not take into account any delays, site inductions and extra work required, except where agreed by the Customer with the Supplier.
    • Any Services shall only be carried out during Business Hours on the relevant Attendance Date.
    • If, at the request of the Customer, the Attendance Date for the provision of installation Services is on a different date to the Delivery of the Goods, the Supplier may issue two separate invoices for Goods and Services.
    • The Supplier shall use all reasonable endeavours to meet the Attendance Date, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    • A Risk Assessment Method Statement (RAMS), will be provided to the Customer where required but only on submission of the Order to the Supplier.
    • The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
    • The cost for Services shall include any travel costs unless otherwise stated in the Order.
    • If the Customer cancels the Services less than 2 Business Days prior to the Attendance Date, the Supplier reserves the right to charge the Customer in full for the provision of the Services.
  2. Service Visits
    • A “Service Visit” is an attendance by the Supplier to examine, repair or replace Goods or to perform annual routine maintenance and shall be performed in accordance with the terms of clause 8 above, where applicable, and includes a Warranty Service Visit.
    • During a Service Visit, the Supplier may test the Goods which must be done in the same environment as the Customer’s normal working conditions for the Goods. Alterations made to the environment following a commissioning or Service will invalidate any validation provided by the Supplier.
    • The Supplier will use all reasonable endeavours to investigate and repair, where possible, any defective Goods during a Service Visit provided that the Customer has notified the Supplier of such defects prior to attendance and in writing if requested by the Supplier.
    • On completion of a Service Visit, if a further Service Visit is required to complete the work, subject to availability, a further Attendance Date may be arranged by the Supplier and the Supplier may invoice the Customer for such further Service Visit.
    • If required, the Supplier may agree with the Customer that they will provide a specified number of Service Visits (Agreed Service Visits) over a specified period of time (Service Term), as stated in the Order (excluding Warranty Service Visits). The Supplier shall provide provisional dates for the Agreed Service Visits (Provisional Attendance Dates) and shall contact the Customer to agree an Attendance Date 30 Business Days’ prior to the Provisional Attendance Date.
    • The Supplier shall use all reasonable endeavours to meet any Attendance Dates for the Service Visits pursuant to clause 5, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Agreed Service Visits.
  3. Customer’s obligations
    • The Customer shall:
      • ensure that the terms of the Order and any information it provides in the Service Specification and/or the Goods Specification (as applicable) are complete and accurate;
      • prepare the Customer’s premises for the supply of the Services;
      • ensure that any area on the Customer’s premises in which the Supplier shall be operating is safe prior to the Supplier’s arrival;
      • co-operate with the Supplier in all matters relating to the Services;
      • provide the Supplier, its employees, agents, consultants and subcontractors, with uninterrupted access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
      • provide a schedule of work to the Supplier prior to any Attendance Date;
      • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • prior to the commencement of the Services obtain and thereafter maintain all necessary licences, permissions and consents which may be required for the Services;
      • comply with all applicable laws, including health and safety laws;
      • keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
      • comply with any additional obligations as set out in the Order, the Service Specification and/or the Goods Specification; and
      • ensure that any parts required for provision of any Services are located prior to the Attendance Date to avoid any delays upon arrival of an engineer.
    • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
      • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  1. Charges and payment
    • The price for Goods:
      • shall be the price set out in the Order;
      • shall be subject to a minimum fee of £100.00;
      • shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer, unless specified otherwise in the Order.
    • The charges for Services shall be calculated on a time and materials basis:
      • the charges shall be calculated in accordance with the Supplier’s attendance fee rates, as set out in the Order;
      • notwithstanding the work actually completed, the charges for time shall be for the work and attendance as stated in the Order or as agreed by the Supplier prior to the Attendance Date;
      • the charges for any parts shall be for direct Original Equipment Manufacturer (OEM) replacements, unless otherwise stated;
      • the Supplier’s attendance fee rates for each individual person are calculated on the basis of an eight-hour day during Business Hours; and
      • where the Service Location is outside of the UK, the Supplier shall be entitled to separately charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    • The Supplier reserves the right to:
      • increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index;
      • increase the price of the Goods, by giving notice to the Customer at any time before Delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
        • any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
        • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
        • any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
      • In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of Delivery unless stated otherwise in the Order. In respect of Services, the Supplier shall invoice the Customer on completion of any Attendance Date unless stated otherwise in the Order
      • The Customer shall pay each invoice submitted by the Supplier:
        • within 30 days of the date of the invoice, unless otherwise agreed in writing between the parties; and
        • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

  • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value 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 Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.
  • If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
    • The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer.
  2. Data protection

Each party shall comply with its respective obligations under the provisions of the Data Protection Act 2018, the UK’s retained version of the General Data Protection Regulation (EU) 2016/679 (insofar as it continues to apply to each party) and/or any applicable amendments or replacement of them.

  1. Limitation of liability
    • The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
    • References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    • Subject to clause 3 and clause 14.5, the Supplier shall have no liability for any costs (including third party costs) paid or incurred by the Customer in relation to the Contract.
    • Nothing in the Contract limits any liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      • defective products under the Consumer Protection Act 1987; or
      • any liability that legally cannot be limited.
    • Subject to clause 3 and clause 14.5, the Supplier’s total liability to the Customer shall not exceed the lesser of:
      • the value of the relevant Contract; or
      • £1,000,000.00.
    • The cap on the Supplier’s liability under clause 6 shall be reduced by:
      • amounts awarded or agreed to be paid under clauses 2, 6.4 and/or 6.5; or
      • amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
    • This clause 8 sets out specific heads of excluded loss and exceptions from them:
      • Subject to clause 3 and clause 14.5, clause 14.8.2 excludes specified types of loss.
      • The following types of loss are wholly excluded:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill; and
        • indirect or consequential loss.
      • The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 8. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
      • This clause 14 shall survive termination or expiry of the Contract.
  1. Termination
    • Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the other party not less than three months’ written notice.
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    • Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      • the Customer fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of control of the Customer.
    • If this Contract is terminated in accordance with clause 1, 15.2 or 15.3 and the Supplier has begun production of the Goods, the Supplier may invoice the Customer for the cost of materials and labour incurred prior to cancellation.
    • Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services and/or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2.2 to clause 15.2.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  2. Consequences of termination
    • On termination or expiry of the Contract:
      • the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all of the Supplier Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    • Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  3. Confidentiality
    • Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  4. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. The affected party shall use reasonable endeavours to limit the effect of a Force Majeure Event on the performance of its obligations, including but not limited to contractual and non-contractual remedies. If the period of delay or non-performance continues for three months or more, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

  1. General
    • Assignment and other dealings
      • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        • sent by email to the address stated on the Order (or an address substituted in writing by the party to be served).
      • Any notice shall be deemed to have been received:
        • if delivered by hand, at the time the notice is left at the proper address;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
        • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 19.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
      • Except as set out in clause 7, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
      • A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive 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 partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties.
      • Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Third party rights.
      • Except for any Supplier Group Company, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
    • Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

 

TEMPLATE ORDER FORM

Purchase Order Number

[CONTRACT NUMBER]

Customer:

[COMPANY NAME] LIMITED (No. [NUMBER])

Customer’s address:

[REGISTERED ADDRESS]

Supplier:

Contained Air Solutions Limited (No. 06130456)

Supplier’s address:

Units B & C Broadlink Broadlink, Middleton, Manchester, England, M24 1UB

Supplier’s VAT number:

[NUMBER]

Delivery Location:

[DELIVERY ADDRESS]

Goods:

[DESCRIPTION]

Price of Goods:

[PRICE]

Payment Terms:

 

Goods Specification:

[TECHNICAL, DESIGN, PERFORMANCE, BUSINESS OR REGULATORY REQUIREMENTS]

Warranty Period:

[PERIOD]

Services:

[DESCRIPTION].

Charges for Services:

[SUMS OR RATES]

Services Specification:

[TECHNICAL, DESIGN, PERFORMANCE, BUSINESS OR REGULATORY REQUIREMENTS]

Agreed Service Visits:

[NUMBER OF AGREED SERVICE VISITS]

Service Term:

[PERIOD OF TIME]

Provisional Attendance Dates:

[DATES FOR AGREED SERVICE VISITS]

Travel Costs:

[SUMS OR including in the Charges for Services]

Special terms:

[In the Conditions:

[(a) Clause [NUMBER] deleted: The entire text of clause [NUMBER] is deleted and replaced with the words “Not used”].

[(b) Clause [NUMBER] added: This clause is inserted into the Conditions: [NEW CLAUSE]].

[c) Clause [NUMBER] amended: This clause is amended to read as follows: [AMENDED CLAUSE IN FULL].]]

 

 

For The PURCHASE Of Goods And Services

  • Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:

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

Business Hours: the period from 8.30 am to 5.00 pm on a Monday to Thursday and the period from 8.30 am to 3.30 pm on a Friday in relation to  any Business Day.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 17.9.

Contract: the contract between the Customer and the Supplier for the supply of Goods or Services or Goods and Services in accordance with these Conditions.

control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Customer: Contained Air Solutions Limited, a company registered in England and Wales with company number 06130456. 

Customer Materials: has the meaning set out in clause 5.3.9 and includes any New Customer Materials.

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 drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Delivery Date: the date specified in the Order, or, as otherwise agreed in writing between the parties. 

Delivery Location: the address for delivery of Goods as set out in the Order or such other location as may be agreed between the parties in writing.

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.

Group Company:  in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

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.

Mandatory Policies: the Supplier’s business policies and codes of practice. listed in Schedule 1.

New Customer Materials: has the meaning set out in clause 9.3. 

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or in the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Services: the services, including 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 or Services or Goods and Services.

  • Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written excludes fax but not email.
  • Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Goods or Services, or Goods and Services from the Supplier in accordance with these Conditions.
    2. The Order shall be deemed to be accepted on the earlier of:
      1. the Supplier issuing written acceptance of the Order; or
      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).

  1. 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 law, trade custom, practice or course of dealing.
  2. 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. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
  • Supply of Goods
      1. The Supplier shall ensure that the Goods shall:
        1. correspond with their description and any applicable Goods Specification;
        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 judgement and for the avoidance of the doubt, the Goods shall be of a new and unused condition;
        3. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
        4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
      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. The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
      4. If following such inspection or testing the Customer considers that the Goods do not comply 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.
      5. The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
  • Delivery of Goods
    1. The Supplier shall ensure that:
      1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
      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
      3. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    2. The Supplier shall deliver the Goods:
      1. on the Delivery Date;
      2. at the Delivery Location; and
      3. during Business Hours or as instructed by the Customer.
    3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

If the Supplier:

    1. delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or
    2. delivers more than 105% 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, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

  1. 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.
  2. Title and risk in the Goods shall pass to the Customer on completion of delivery.
  • Supply of Services
      1. Unless otherwise specified in the Order, the Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.
      2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier and time is of the essence in relation to any of those performance dates.
      3. In providing the Services, the Supplier shall:
        1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
        2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
        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 the Contract;
        4. ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
        5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
        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;
        7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
        8. observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
        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 of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
        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; and
        11. comply with any additional obligations as set out in the Service Specification.
  • Customer remedies
      1. If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, the Customer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
        1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
        2. to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
        3. to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party;
        4. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
        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.
      2. If the Goods are not delivered by the applicable date, the Customer may, only where specifically stated on the Order and agreed between the parties, , claim or deduct 0.5% of the price of the Goods for each week’s delay in delivery of the Goods, by way of liquidated damages, until the earlier of delivery of the Goods or termination or abandonment of the Contract by the Customer, up to a maximum of 5% of the total price of the Goods. If the Customer exercises its rights in respect of late delivery 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 late delivery of the Goods.
      3. If the Services are not performed by the applicable date, the Customer may, only where specifically stated on the Order and agreed between the parties, at its option, claim or deduct 0.5% of the price of the Services for each week’s delay in performance of the Services, by way of liquidated damages, until the earlier of performance of the Services or termination or abandonment of the Contract by the Customer, up to a maximum of 5% of the total price of the Services. If the Customer exercises its rights in respect of late performance under this clause 6.3 it shall not be entitled to any of the remedies set out in clause 6.1 in respect of the late performance of the Services.
      4. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
        1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
        2. 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;
        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);
        4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
        5. to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
        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.
      5. If the Supplier has supplied Services that do not comply with the requirements of clause 5.3.4 then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies:
        1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
        2. to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
        3. to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
        4. to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
        5. to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and
        6. to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to comply with clause 5.3.4.
      6. These Conditions shall extend to any substituted or remedial Services or repaired or replacement Goods supplied by the Supplier.
      7. The Customer’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
  • Customer’s obligations
      1. The Customer shall:
        1. provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services; and
        2. provide such necessary information for the provision of the Services as the Supplier may reasonably request. 
  • Charges and payment
    1. The price for the Goods:
      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
      2. shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
    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.
    3. 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.
    4. In respect of the 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 the relevant purchase order number.
    5. In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts to a bank account nominated in writing by the Supplier within the later of:
      1. 30 days of receipt of a correctly rendered invoice; or
      2. Net End of Month 30 days,

unless otherwise agreed in writing by the parties.

  1. 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 or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.
  2. The Customer may at any time, without notice to the Supplier, 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. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
  • Intellectual property rights
      1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier.
      2. The Supplier acknowledges that all rights in the Customer Materials are and shall remain the exclusive property of the Customer.
      3. For the avoidance of doubt, the Supplier agrees that any tooling, software, equipment or the like that is exclusively created or used by the Supplier in connection with the provision of Goods and/or Services to be supplied to the Customer, shall be deemed to be Customer Materials (New Customer Materials). 
      4. The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the New Customer Materials, together with the right to sue for and recover damages or other relief in respect of infringement of the New Customer Materials. 
      5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the New Customer Materials for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer in accordance with this Contract.
      6. The Supplier shall, promptly at the Customer’s request, do (or procure the doing of) all such further acts and things and execute (or procure 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 this Contract, including all rights, title and interest in and to the Intellectual Property Rights in the New Customer Materials. 
  • Indemnity
      1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including 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 arising out of or in connection with:
        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 (excluding the Customer Materials);
        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 the Goods, as delivered, or the Deliverables, to the extent that the defects in the Goods or Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
        3. any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, as delivered, 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.
      2. This clause 10 shall survive termination or expiry of the Contract.
  • Insurance

During the term of the Contract and for a period of 2 years afterwards, 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 produce to the Customer on demand both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

  • Compliance with relevant laws and policies
      1. In performing its obligations under the Contract, the Supplier shall:
        1. comply with all applicable laws, statutes, regulations and codes from time to time in force; and
        2. maintain and comply with the Mandatory Policies.
  • Termination
      1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract:
        1. with immediate effect by giving written notice to the Supplier if:
          1. there is a change of control of the Supplier; or
          2. the Supplier commits a breach of clause 12.1.
        2. for convenience by giving the Supplier one months’ written notice.
      2. If this Contract is terminated in accordance with clause 13.1.2 and the Supplier has begun production of the Goods, subject to the Supplier providing reasonable evidence satisfactory to the Customer, the Supplier may invoice the Customer for the cost of materials and labour incurred prior to notice of cancellation, which shall exclude any profit costs and shall not exceed the price set out in the Order.
      3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
        1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
        2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
        3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
        4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
  • Consequences of termination
      1. On termination or expiry of the Contract, 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 the Contract.
      2. Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
      3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  • Confidentiality
      1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  • Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months or more, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

 

  • General
    1. Assignment and other dealings.
      1. The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      2. The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Customer.
    2. Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
    3. Notices.
      1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        2. sent by email to info@containedairsolutions.co.uk 
      2. Any notice shall be deemed to have been received:
        1. if delivered by hand, at the time the notice is left at the proper address;
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
        3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    4. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    5. Waiver.
      1. Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
      2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    6. 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, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    7. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties.
      2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    8. Third party rights.
      1. Except for any Customer Group Company, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    9. 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 parties or their authorised representatives.
    10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
  • Mandatory Policies The Mandatory Policies are:
    • Modern Slavery and Human Trafficking Policy.
    • Corporate and Social Responsibility Policy.
    • Environmental Policy.
    • Anti-Bribery and Anti-Corruption Policy.
    • Ethics, Equality and Diversity Policy.
    • Data and Privacy Policy.
    • Security Policy.