Paramount Pool Products

Terms & Conditions

TERMS & CONDITIONS

Paramount Pools Limited Trading Terms & Conditions of Sale

PLEASE READ CAREFULLY

This Agreement is a legal agreement between the customer named in the Order Form (“Customer” or “you”) and Paramount Pools Limited, a company incorporated and registered in England and Wales with company number 01449561 whose registered office is at Unit A Fosters Business Park, Old School Road, Hook, Hants, RG27 9NY (“Supplier” or “us”) (collectively referred to as the “Parties”) for the supply of Goods and / or Services (as defined below) subject to the terms and conditions below.

DEFINITIONS AND INTERPRETATIONS

“Agreement” means these terms & conditions of sale and the relevant Order Form.

“Bespoke Products” means any made to order products for the Customer.

“Business Day” a day, other than a Saturday, Sunday or public holiday in England.

“Business Hours” the period from 8:30 am to 5.00 pm on any Business Day.

“Confidential Information” any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

“Force Majeure Event” has the meaning given in clause 21.1.

“Goods” shall mean the goods (including any instalment of the goods or any part of them) which the Supplier is to supply in accordance with these conditions.

“Group” 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” shall mean patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

“Order” an order for Goods and/or the supply of Services by the Customer contained in an Order Form which has been accepted by the Supplier.

“Order Form” a form submitted by the Customer to order Goods and/or Services on the basis of the relevant quotation issued by the Supplier.

“Prices” means the sums payable for the Goods and/or Services as set out within the relevant quotation.

“Services” shall mean any services, including the provision of labour which the Supplier is to supply in accordance with these conditions.

“VAT” means value added tax chargeable in the UK at the prevailing rate.

“Warehouse Products” includes products such as pumps, filters, heat pumps, and any other products that are not Bespoke Products that the Supplier can provide to the Customer at its sole and absolute discretion from time to time.

  • Clause headings shall not affect the interpretation of this Agreement.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be interpreted so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
  • Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
  • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  • This Agreement shall be binding on, and ensure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
  • Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to
  • Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.
  • A reference to writing or written includes email.
  • Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
  • A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.
  • 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.
  • The singular shall include the plural and the male shall include the female and vice versa.
  • The headings in these Conditions are for convenience only and shall not affect their interpretation.
  • Supply of goods
    • The Supplier shall supply and the Customer shall purchase the Goods and Services set out in the relevant quotation provided by the Supplier.
  • Orders
    • Any reference in these conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the relevant time.
  • Formation of Contract
    • All Orders and contracts shall be in writing. The Supplier is not willing to contract otherwise than on these conditions which shall be deemed to be incorporated into any Order accepted by the Supplier to the exclusion of any terms of the Customer. No modifications of these conditions shall be effective unless the same is in writing and signed by an authorised signatory of the Supplier.
    • Where the Customer has a requirement for either Goods and/or Services, it shall ask the Supplier for a quotation (which shall not constitute an offer). Where the Customer wishes to proceed with such quotation, it shall submit an Order Form and if the Supplier wishes to proceed with said Order Form (which shall constitute an offer by the Customer to purchase the Goods and/or Services on the basis set out in the relevant quotation on the basis of and in accordance with these terms and conditions), it shall confirm to the Customer in writing. At the point that the Supplier provides such written confirmation, a binding agreement shall come into force between the parties on these terms. The Customer is responsible for ensuring that the terns of the Order Form are complete and accurate.
    • If an Order has not been concluded between the parties within a period of sixty (60) days from the date of the relevant quotation, the Order will have become unduly protracted and the Supplier reserves the right to re-quote for such Goods and/or Services and the Supplier may, at its discretion, refuse to accept any Order which constitutes part only of the Goods and/or Services forming the subject of said quotation.
    • Any quotation shall be regarded as an invitation to treat and no Order arising out of the quotation shall be accepted save by the acknowledgement in writing by the Supplier. The Supplier may accept or reject Orders as it may in its absolute discretion decide.
    • Any modification and/or variation to an Order must be confirmed in writing by the Customer and shall not be accepted save by the acknowledgement in writing by the Supplier.
    • Where the Goods are to be delivered in instalments, each delivery shall constitute as a separate contract and failure by the Supplier to deliver any one or more instalments shall not entitle the Customer to treat any other related contracts as repudiated.
    • Unless made by the Supplier in writing the Supplier’s employees or agents are not authorised to make any representations. In placing an Order, the Customer acknowledges that it does not rely on and waives any claim for breach of any representation other than those made in writing by the Supplier.
    • Any advice or recommendation given by the Supplier, or its employees or agents, to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier, is followed or acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
    • The Supplier is continually improving the specification and design of its product range and whilst care is taken to ensure that literature produced by the Supplier on the date of its production, such literature should not be regarded as an absolute guide to specification and the Supplier reserves the right to modify any of its Goods without notice and without liability on the part of the Supplier.
    • The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory requirement or which do not materially affect their quality or performance.
    • Any typographical, clerical or other error in any sales literature or quotation, price list, acceptance of the offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
  • Price
    • Unless otherwise stated in the quotation or acceptance by the Supplier, all Prices quoted are in pounds sterling and are exclusive of any applicable VAT.
    • Where the Supplier agrees to deliver the Goods, the Customer shall be liable to pay the Supplier’s charges for transport, packing, handling and insurance.
    • Prices only cover delivery on Business Days during Business Hours. Any delivery made at the Customer’s request on public holidays, weekends and outside Business Hours will be the subject of an additional charge.
    • The rates and Prices given in the relevant quote issued by the Supplier are not subject to any discount, whether trade or cash, except such as may be expressly specified in the Order Form.
  • Delivery
    • Delivery shall be to the destination specified in the relevant quotation unless agreed in writing between the parties. The Supplier shall not be bound to deliver to any other destination, but in the event of any agreement to deliver to any alternative destination, the Customer will be charged for any increased costs thereby incurred in addition to the contract price.
    • Delays in the delivery of the Goods shall not entitle the Customer to:
      • refuse to take delivery of the Order;
      • claim damages; or
      • terminate this Agreement, subject always to clause 1.3 and clause 21.5.
    • Nothing herein shall preclude the Supplier from arranging for the delivery of the Goods to the Customer in advance of the indicated delivery date.
    • Delivery dates (where given) are quoted in good faith by the Supplier and are based upon the date of receipt of the Order. Any date provided for delivery of the Goods is provided on the basis that it is an estimate only and time of delivery shall not be of the essence and save as provided in this Agreement the Supplier shall not be liable for any loss (consequential or otherwise) arising from late delivery.
    • Delivery shall have been deemed to have taken place when the Goods are in the specified location ready for unloading by the Customer. It shall be the responsibility of the Customer to ensure access and adequate safety for the Supplier’s vehicles. For the avoidance of doubt the responsibility for providing for suitable resources for unloading the Supplier’s vehicles rests with the Customer.
    • If a vehicle used for performing the Supplier’s contract with the Customer delivers a load to a place situated off a public road the Customer is to be solely responsible for any accident or damage resulting in consequence.
    • The Supplier allows one hour for offloading vehicles. If a vehicle is detained in excess of this time the Supplier reserves the right to make an additional charge.
    • Goods shall be examined immediately upon arrival and any apparent damage or shortages shall be reported in writing or by email to the Supplier and to the carriers so that such notification is received not later than 48 hours after delivery. The Customer shall indemnify the Supplier against any loss suffered because of its inability to claim against the carriers as a result of a breach of this provision by the Customer.
    • The Customer shall have a period of fourteen (14) days following delivery in which to examine the Goods and to notify the Supplier in writing of any intention to reject them on the grounds upon which they are alleged to be defective. If this period expires without the Supplier receiving any intimation of rejection the Customer will be deemed to have accepted the Goods according to section 35 (1) of the sale of Goods Act 1979 and will, therefore, be bound to pay for them.
  • Terms of Payment
    • The Supplier shall be entitled to invoice the Customer for each Order and the Customer shall pay the Supplier:
      • 25% of the due invoice as a deposit for the Order;
      • 25% of the due invoice as a deposit for the ordered materials for the Goods;
      • 50% of the due invoice upon completion and installation of the Goods.
    • Each invoice relating to Warehouse Products is due 30 days from the date of issue.
    • Each invoice relating to Bespoke Products has specific payment terms which are set out within the relevant quote issued by the Supplier.
    • The Supplier reserves the right to grant, refuse, restrict or cancel credit terms at its sole discretion.
    • If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may:
      • cancel the contract or suspend any further deliveries to the Customer (whether under the terms of this Contract or under any other agreement for the supply of Goods or Services between the parties);
      • appropriate any payment made by the Customer to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
      • without prejudice to the Supplier’s rights under the Late Payment of Commercial Debts (Interest) Act 1988 (as amended) charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) 6.3 In the event of non payment of any account, as and when it falls due, the entire balance outstanding upon the Customer’s various accounts with the company (including accounts due for Goods supplied but not yet invoiced) will become immediately due and payable.
      • No disputes arising under the contract nor delays shall interfere with prompt payment by the Customer. The Customer may not set up against the Supplier any breach of warranty or condition (expressed or implied) in diminution or extinction of the price and Section 53 (1)(a) of the Sale of Goods Act 1979 is hereby excluded.
    • Product recall
      • If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Bespoke Products and/or Warehouse Products from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
      • Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier’s instructions about the process of implementing the withdrawal.
    • Warranties
      • Subject to the conditions set out below, the Supplier warrants that the Goods will correspond with their specification at the time of delivery or supply and are of satisfactory quality. The Supplier also warrants that the Services shall be conducted with reasonable skill and care.
      • The Supplier does not give any warranty as to fitness for any purpose whether or not such purpose shall have been made known to the Supplier other than such warranties given and described in any manufacturer’s warranty document supplied with each contract.
      • Whilst every effort will be made to avoid variations of shades and sizes in goods delivered the Supplier neither guarantees nor warrants that such variations will not occur, or that Goods will confirm to sample, either in quality or colour.
      • No claim will be entertained by the Supplier if made where the materials have been incorporated, whether by or on behalf of the Customer, or by anyone else into other goods.
      • Any claim by the Customer which is based on any defect in the condition of the Goods, or in the quality of the Goods, or of their failure to correspond with specifications, shall (whether or not delivery is refused by the Customer) be notified to the Supplier in writing specifying the defect or failure alleged within fourteen (14) days from the date of delivery, failing which the Customer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered or supplied in accordance with the Contract.
      • Where any valid claim in respect of any of the Goods, which is based on any defect in the quality or condition of the Goods or their failure to meet specification, is notified to the Supplier in accordance with these conditions, the Supplier shall be entitled to replace the Goods (or the part of the bulk consignment in question) or perform any work of rectification free of charge, or at the Supplier’s sole discretion, refund to the Customer the price of the Goods. The Supplier shall have no further liability to the Customer.
      • Subject to clause 5, any warranty claim made by the Customer shall be considered by the manufacturer but the claim process will be handled directly through the Supplier. If the Goods in question have the benefit of a voluntary manufacturer’s warranty, this arrangement is directly between the manufacturer and the Customer and the Supplier shall have no liability under it, subject to the relevant warranty terms and conditions.
    • Limitation of Liability
      • References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement including liability:
        • in contract, tort (including negligence), for breach of a statutory duty, misrepresentation, restitution or otherwise; and
        • arising out of any use made of the Goods by the
      • Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
        • death or personal injury caused by negligence; and
        • fraud or fraudulent misrepresentation.
      • Subject to clause 2 , the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise for any:
        • loss of profits;
        • loss of sales or business;
        • loss or damage resulting from the use or resale of the Goods by the Customer expect as expressly provided within this Agreement;
        • 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; or
        • indirect or consequential loss

suffered by the Customer that arises under or in connection with this Agreement.

  • Except where expressly stated in this Agreement, all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, including but not limited to the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 and sections 13, 14 and 15 of the Sale of Goods Act 1979, are to the fullest extent permitted by law excluded from the Agreement.
  • Subject to clauses 2 and 10.3, the Supplier’s total aggregate liability to the Customer under or in connection with this Agreement shall be limited to the aggregate of the Prices paid to the Supplier under this Agreement.
  • Confidentiality
    • Each party undertakes that it shall not at any time during this Agreement and after termination or expiry of this Agreement disclose to any person any Confidential Information, except as permitted by clause 2.
    • Each party may disclose the other party’s Confidential Information:
      • 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 or in connection with this Agreement. 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 11; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Information is not Confidential Information if:
      • it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by a Party in breach of this Agreement;
      • it was available to a receiving Party on a non-confidential basis prior to disclosure by the disclosing Party;
      • it was, is, or becomes available to a Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not under any confidentiality obligation in respect of that information;
      • it was lawfully in the possession of a Party before the information was disclosed by the disclosing Party;
      • it is developed by or for a receiving Party, independently of the information disclosed by the disclosing Party, and is reasonably demonstrated to the disclosing Party by the receiving Party, with evidence of such independent development; or
      • the Parties agree in writing that the information is not confidential.
    • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
  • Non-solicitation
    • No solicitation of Restricted Persons. In order to protect the Supplier’s legitimate business interests the Customer covenants with the Supplier for itself and as agent for each member of its Group that it shall not (and shall procure that no member of its Group shall) (except with the prior written consent of the Supplier) directly or indirectly or in concert with any other person:
      • attempt to solicit or entice away; or
      • solicit or entice away,

from the employment or service of the Supplier or any member of its Group the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the Supplier or any member of its Group.

  • Term of restrictive covenant. The Customer shall be bound by the covenant set out in clause 1 during the Term, and for a period of 12 months after termination or expiry of this Agreement.
  • Restricted Persons. For the purposes of this clause 12, a Restricted Person shall mean any firm, company or person employed or engaged by the Supplier or any member of its Group during the Term who has been engaged in the provision of the Warehouse Products and/or Bespoke Products or any related Services or the management of this Agreement.
  • Any consent given in accordance with clause 12.1 shall be subject to payment to the consenting party of a sum equivalent to 50% of the then current annual remuneration of the Restricted Person or, if higher, 50% of the annual remuneration to be paid to the Restricted Person.
  • Each of the restrictions in this clause 12 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
  • The Customer shall procure that:
    • its members, employees, directors, consultants, officers, agents (in each case includes those which cease to be involved with or engaged by the Manufacturer or otherwise); and
    • its Group and any company which ceases to be a member of its Group

in each case comply with clause 12.1 as if they were the Customer and the Customer shall be responsible and liable for all acts and omissions of such persons as if they were its own acts and omissions.

  • The covenants in clause 1 and the indemnity in clause 12.10 are intended for the benefit of and shall be enforceable to the fullest extent permitted by law by the Supplier and each member of its Group.
  • The parties acknowledge and agree that the covenants in this clause 12 are fair and reasonable and a reasonable means of protecting the legitimate interests of the Supplier and each member of its Group.
  • In light of the agreed reasonableness of the covenants in this clause 12 and the fact that the parties acknowledge that they are a proportionate means of protecting the Supplier’s legitimate interests, then the Customer warrants and represents to the Supplier on an ongoing basis that it shall not seek to challenge or dispute the enforceability of the covenants set out in this clause 12 and the Customer waives absolutely any entitlement to challenge the enforceability of any of the covenants set out in this clause 12 in whole or in part.
  • The Customer hereby agrees to indemnify on demand and as a debt, the Supplier and each of its Group from and 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 Supplier or its Group arising out of or in connection with any breach of this clause 12.
  • Indemnity
    • 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 and other professional costs and expenses) suffered or incurred by the Supplier (i) arising out of or in connection with the failure by the Customer to fully comply with clause (Data Protection) and / or any breach of its obligations under the Data Protection Legislation with respect of Personal Data which is provided by the Supplier to the Customer in connection with the terms of this Agreement or (ii) arising out of or in connection with any breach of clauses (Confidentiality and Anti Bribery) by the Customer or (iv) arising out of any act or omission of any subcontractor of the Customer.
  • Termination and suspension
    • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      • the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      • the other party commits a material breach of any other term of this Agreement and that breach is irremediable or (if that 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 repeatedly breaches any of the terms of this Agreement in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2);
      • the other party begins 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 any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
      • 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 other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party;
      • the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
      • a creditor or encumbrancer of the other party 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;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.4 to clause 14.1.11 inclusive;
      • the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business;
    • Without limiting its other rights or remedies, the Supplier may suspend provisions of the Bespoke Products and/or Warehouse Products and/or Services under the Agreement or any other contract between the Customer and the Supplier immediately if:
      • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
      • there is a change of control of Customer (within the meaning of section 1124 of the Corporation Tax Act 2010); or
      • if the Customer fails to pay any amount due under this Agreement on the due date for payment.
    • Consequences of termination
      • On termination of this Agreement:
        • To the extent that title in any of the Bespoke Products and/or Warehouse Products has not passed to the Customer, the Customer shall at the request of the Supplier either (i) pay the price of the Goods in respect of such Goods in accordance with clause 1.2 or (ii) return such Goods to the Supplier at the location determined by the Supplier and at the Customer’s sole cost and expense, or (iii) allow the Supplier to collect such Goods in which case the Customer must provide all support, access, information and assistance as requested by the Supplier.
        • Save as otherwise directed by the Supplier pursuant to clause 1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Goods or any Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.
        • In respect of Orders where any Goods have not been delivered or Services have not been delivered as at the date of termination, the Supplier may at its sole choice and discretion elect that either (i) such Order is cancelled at the date of termination of this Agreement in which case the Supplier shall within a reasonable time refund the Prices to the extent paid in advance or (ii) the Order shall be fulfilled in which case the terms of this Agreement shall continue to apply to the Order until delivery takes place and the Prices have been paid to the Supplier in accordance with the terms of this Agreement.
        • If the Supplier is undertaking a repair or replacement of the Bespoke Products and/or Warehouse Products pursuant to clause 9 then the Supplier shall fulfill such repair or replacement PROVIDED ALWAYS that the Supplier shall be under no duty or obligation to fulfill such repair or replacement where it terminates this Agreement as a result of any failure or delay in payment by the Customer. Save as described in this clause 15.1.4, the provisions of clause 9 and the warranty stated therein will terminate on termination of this Agreement.
        • Each party shall promptly:
          • return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply and purchase of the Products and supply of the Services under this Agreement;
          • return to the other party all documents and materials (and any copies) containing the other party’s Confidential Information;
          • erase all the other party’s Confidential Information from its computer systems (to the extent possible); and
          • on request, certify in writing to the other party that it has complied with the requirements of this clause 1.5.
        • The Supplier shall retain any Confidential Information as required to comply with applicable laws.
      • Data protection
        • The following definitions apply in this clause 16: Controller, processor, data subject, Personal Data, personal data breach, processing as set out in the Data Protection Legislation.
        • Data Protection Legislation:
          • to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data;
          • to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Party is subject, which relates to the protection of Personal Data;
          • EU GDPR: the General Data Protection Regulation ((EU) 2016/679); and
          • UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
        • Each Party acknowledges that for the purposes of the Data Protection Legislation, each of them shall act as a data controller of any Personal Data provided to it by the other under or in connection with this Agreement.
        • Each Party shall comply with all obligations, responsibilities and duties imposed on it by the Data Protection Legislation in respect of any Personal Data which it passes to the other in connection with the terms of this Agreement.
        • In respect of any Personal Data provided to a Party by the other, the disclosing Party:
          • warrants, represents and undertakes that it is entitled to lawfully transfer the relevant Personal Data to the receiving Party so that the receiving Party may lawfully use and process the relevant Personal Data for the purpose of performing its obligations and enjoying its rights under this Agreement;
          • shall comply with all duties, obligations and restrictions imposed on it by the Data Protection Legislation in respect of the transfer of such Personal Data to the receiving Party; and
        • not by any act or omission in respect of such Personal Data cause the receiving Party to be in breach of or not fully compliant with the Data Protection Legislation.
      • Retention of Title
        • Risk in the Goods shall pass to the Customer on delivery.
        • 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; or
          • the Customer resells those Products in the ordinary course of business, in which case title to those Goods shall pass to the Customer at the time specified in clause 4.
        • Until title to Goods has passed to the Customer, the Customer shall:
          • store those 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 those Goods;
          • maintain those Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier’s interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect the insurance policy; 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.
          • Subject to clause 5, the Customer may resell or use Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
            • it does so as principal and not as the Supplier’s agent; and
            • title to those Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
          • At any time before title to the Goods passes to the Customer, the Supplier may:
            • by notice in writing, terminate the Customer’s right under clause 4 to resell the Goods or use them in the ordinary course of its business; and
            • require the Customer to deliver up all the Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
          • If the Customer is a company, the power to use or sell the Goods shall automatically cease upon the happening of any of the following events:
            • The appointment of a Receiver or Manager (including an Administrative Receiver).
            • The convening of a meeting for the purpose of a voluntary winding up (other than for reconstruction or amalgamation).
            • The presentation of a petition to wind up the Customer or for an administration order under the Insolvency Act 1986.
            • The summoning of a meeting under section 3 of the Insolvency Act 1986 or otherwise for the purpose of proposing any arrangements or composition with creditors.
            • If the Customer is an individual or a firm automatically upon the happening of the following events:
            • If the Customer commits an act of bankruptcy or if a bankruptcy petition is presented under the Insolvency Act 1986.
            • If the Customer applies for an Order under section 253 of the Insolvency Act 1986 or calls a meeting for the purpose of making any arrangement or composition with creditors.
          • After the power to use or sell has ceased the Customer will deliver up the Goods to the Supplier and hereby authorises the Supplier to enter any premises of the Customer for the purpose of finding and/or taking delivery of the same.
        • Suspension of Delivery
          • This clause 18 is without prejudice to any rights that the Supplier may have for damages for breach of contract or otherwise against the Customer.
          • In the event that the Customer:-
            • becoming insolvent or bankruptcy; or
            • having made an arrangement with its creditors; or
            • cease to trade; or
            • stop payment of its debts; or
            • suffered a receiver to have been appointed over any of its assets or undertaking; or
            • have suffered an execution or distress to be levied against any of its assets, or
            • failed any judgment debt within 7 days of the same becoming payable

the Supplier shall be entitled to suspend all further deliveries under any contract between the Customer and Supplier.

  • Moulds
    • If as a result of any Order the Supplier has to make a special mould for the manufacture of the Goods, then the cost of the mould is to be paid by the buyer immediately upon the Supplier’s acceptance of the Order. Any failure to pay may result in the delay in the manufacture or cancellation of the Order. Any such delay or cancellation shall be without prejudice to any of the Customers accrued rights.
    • Any moulds (including any Intellectual Property Rights comprised therein) created or used by the Supplier to make the Goods remain the property of the Supplier.
    • The Customer shall indemnity the Supplier in full 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 Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights in respect of the use of any Intellectual Property Rights, designs, drawings, specifications etc. provided by the Customer to the Supplier to create the moulds.
  • Intellectual property rights
    • The Customer acknowledges that all Intellectual Property Rights in the Goods and/or Services belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Goods and/or Services other than the right to use it in accordance with the terms of this Agreement.
    • If any third party makes a claim or brings an action alleging the infringement of any third party rights (Claim), or notifies an intention to make a Claim against the Customer, the Customer must at its own cost:
      • as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
      • not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
      • give the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and
      • take such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
    • Force majeure
      • Force Majeure Event means any circumstance not in a party’s reasonable control including:
        • acts of God, flood, drought, earthquake or other natural disaster;
        • epidemic or pandemic;
        • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
        • nuclear, chemical or biological contamination, or sonic boom;
        • any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
        • collapse of buildings, fire, explosion or accident;
        • any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
        • non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
        • interruption or failure of utility service.
      • Provided it has complied with clause 4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
      • The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
      • The Affected Party shall:
        • as soon as reasonably practicable after the start of the Force Majeure Event notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
        • use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
      • If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 50 consecutive days, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice to the Affected Party.
    • Assignment and Subcontracting
      • The Supplier may sell, assign, novate, sub-license, transfer, mortgage, charge, subcontract, delegate, declare a trust over or otherwise dispose of this Agreement or deal in any other manner with any of its rights or obligations under this Agreement (in whole or in part) without the prior written consent of the Customer.
      • Subject to clause 3, the Customer may not, without prior written consent from the Supplier, sell, assign, novate, sub-license, transfer, mortgage, charge, subcontract, delegate, declare a trust over or otherwise dispose of this Agreement or deal in any other manner with any of its rights and obligations under this Agreement.
      • The Customer shall not be permitted to sub-contract or novate any part of this Agreement without the prior written consent of the Supplier. The Customer agrees that it is a condition precedent to any such consent being sought from the Supplier that:
        • the Customer remains wholly responsible for the acts and omissions of sub-contractors as though they were its own; and
        • the Customer will give written notice to the Supplier of all material details of any such proposed sub-contract prior to entering into it.
      • For the avoidance of doubt the Supplier will not be liable for any debts or liability owed by the Customer to any of the sub-contractors or its employees.
    • Dispute Resolution Procedure
      • If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute), then, except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:
        • either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Manager of the Supplier and Manager of the Customer shall attempt in good faith to resolve the Dispute;
        • if the Manager of the Supplier and Manager of the Customer are for any reason unable to resolve the Dispute within 30 Business Days of service of the Dispute Notice, the Dispute shall be referred to the Director of the Supplier and a Senior Manager of the Customer who shall attempt in good faith to resolve it;
        • if the Director of the Supplier and Senior Manager of the Customer are for any reason unable to resolve the Dispute within 30 Business Days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 60 Business Days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR; and
        • if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 10 Business Days from the date of the ADR notice, where appropriate, in conjunction with the mediator, CED will be requested to decide that point for the parties having consulted with them; and
        • unless otherwise agreed between the parties, the mediation will start not later than 60 Business Days after the date of the ADR notice.
      • The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.
    • Variation

Save as otherwise described in this Agreement no variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

  • Waiver
    • A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
  • Notices
    • Notice of termination given by the Supplier may be sent by email to the Customer.
    • Notice of termination given by the Customer to the Supplier shall be in writing and may only be delivered by hand or by pre-paid first-class post or other next working day delivery service to the Supplier’s registered office.
    • Any other notice given to a party under or in connection with this Agreement 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 following addresses (or an address substituted in writing by the party to be served):
        • Supplier: the email address notified to the Customer from time to time.
        • Customer: the email address notified to the Supplier from time to time.
      • 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.
    • Entire agreement
      • This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
      • Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
      • Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement
      • Nothing in this clause 27 shall limit or exclude any liability for fraud.
    • Third party rights
      • Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
      • This Agreement is made for the benefit of the Supplier and each member of its Group. Each member of the Supplier’s Group shall be entitled to enforce the terms of this Agreement against the Customer as if they were a party to this Agreement.
      • The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
    • Governing law

This Agreement 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.

  • 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 this Agreement or its subject matter or formation.

Find a Dealer