Terms & Conditions
These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision Services by Fenco Group Ltd trading as V- TUF, company registration number 09499759, whose registered office is at Unit 5 Chris Sharpe Building, Till Bridge Lane, Scampton, Lincoln, LN1 2SX (“V-TUF/We/Us/Our/Ours”)
1. Interpretation
Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.
Data Protection Legislation: the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.
Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.
Delivery Date: shall be the date set out in the Order Acknowledgement.
Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.
Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.
Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement.
Goods Specification: any specification for the Goods agreed in writing by Us.
Insolvency Event means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;
Intellectual Property Rights: patents, copyright, 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, 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, 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: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.
Order: mean Your purchase order.
Order Acknowledgement: means the email that we send you acknowledging Your Order and incorporating these terms and conditions.
Payment Terms: all Goods and Services must be paid for in full prior to delivery unless other payment terms (such as credit terms) have been agreed in writing by Us.
Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Price: shall be the price specified in the Order.
Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.
Services: the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance.
Services Commencement Date: shall be the date set out in the Order and accepted by Us in Our Order Acceptance.![]()
2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).
2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 7 days after the date of the quotation unless We agree otherwise.
2.6 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
2.7 Where We supply demonstration Services to You, We may suggest Goods and/or Services that We feel may be suitable for Your needs. We do so in good faith and We do not accept any liability in respect of this.
2.8 Where We undertake market research, We do so in order to understand the market and to suggest solutions to Our customers, this service is offered in good faith and We do not accept liability in respect of this.
3. Price
6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if:
6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or
6.1.2 You suffer an Insolvency Event.
6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including:
6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;
6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;
6.2.3 costs of failed delivery attempts; and
6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.
7. Return of Goods
7.1.2 if the Goods are a standard stock item when You request the return;
7.1.3 on payment of Our re-stocking charges; and
7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.
This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights.
8. Delivery
9.5.2 reduce your credit limit or
9.5.3 bring forward Your due date for payment.
9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.
10. Title and Risk
10.1 Where We provide Goods, title to the Goods shall pass to You when We have received all amounts due to Us from You which are outstanding.
10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.
10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:
10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and
10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.
11. Third Party Contractors
11.1 By entering into a Contract you agree that We may utilise third party suppliers and contractors in carrying out Services under that Contract.
12. Warranties, Indemnity and Liability
12.1 Subject to clauses 4.2, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:
12.1.1 the Goods and Services will conform to the Specification; and
12.1.2 Services will be provided with reasonable care and skill.
12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.
12.3 You are responsible for ensuring, that:
12.3.1 the Specification is complete, accurate and fit for Your purposes;
12.3.2 the Services provided are suitable for Your purposes;
12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.
12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services which:
12.4.1 is caused by a breach of any of the warranties given at clause 12.1; or
12.4.2 are produced to the Specification.
12.5 You shall inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:
12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 48 hours of delivery;
12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and
12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clause 12.5, We shall, at Our sole option replace or repair the Goods, re-perform the Services or refund the price of Goods.
12.7 Subject to clause 12.9, We shall not be liable to You or to any person claiming through You for any loss or injury howsoever arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.
12.8 Subject to clause 12.9, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable) or £150,000 whichever is the lower sum.
12.9 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.
12.10 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.
13. General
13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.
13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.
13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.
13.7 In order to perform this Contract We may need to disclose your personal information to relevant third parties. We shall comply with all relevant data protection legislation and shall ensure that all such relevant third parties are contractually obliged to do so too. All personal data shall be processed in accordance with Our Privacy Policy as amended from time to time
13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK, 7 Business Days after posting.
13.10 Except as expressly provided for in this clause 13.10 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.
13.11 We may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party.
13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.
13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
1. Interpretation
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- In these Conditions these definitions shall apply:
Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.
Data Protection Legislation: the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.
Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.
Delivery Date: shall be the date set out in the Order Acknowledgement.
Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.
Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.
Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement.
Goods Specification: any specification for the Goods agreed in writing by Us.
Insolvency Event means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;
Intellectual Property Rights: patents, copyright, 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, 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, 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: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.
Order: mean Your purchase order.
Order Acknowledgement: means the email that we send you acknowledging Your Order and incorporating these terms and conditions.
Payment Terms: all Goods and Services must be paid for in full prior to delivery unless other payment terms (such as credit terms) have been agreed in writing by Us.
Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Price: shall be the price specified in the Order.
Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.
Services: the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance.
Services Commencement Date: shall be the date set out in the Order and accepted by Us in Our Order Acceptance.
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- Clause and Schedule headings will not affect the interpretation of this Agreement.
- Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- Basis of Contract
2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).
2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 7 days after the date of the quotation unless We agree otherwise.
2.6 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
2.7 Where We supply demonstration Services to You, We may suggest Goods and/or Services that We feel may be suitable for Your needs. We do so in good faith and We do not accept any liability in respect of this.
2.8 Where We undertake market research, We do so in order to understand the market and to suggest solutions to Our customers, this service is offered in good faith and We do not accept liability in respect of this.
3. Price
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- The price for the Goods and/or Services will be as specified on the written Quotation that We give You. All prices exclude delivery which will be itemised separately
- VAT will be charged based on the price, at the rate applying at the time of delivery of the Goods and/or performance of the Services.
- Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.
- The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.
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- Where We supply Goods or Services in accordance with Your specifications, drawings, instructions or design outputs ("Specification"), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Our contractual obligations to You.
- Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services you must check and confirm that Your instructions have been interpreted correctly and, in such instances, We may request that You sign and return a copy of the Specification to confirm that You have ensured that the agreed design meets Your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with Your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.
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- The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.
- The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract shall remain vested in Us unless specifically agreed otherwise in writing by Us prior to entering into the Contract.
6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if:
6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or
6.1.2 You suffer an Insolvency Event.
6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including:
6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;
6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;
6.2.3 costs of failed delivery attempts; and
6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.
7. Return of Goods
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- We may, at Our sole discretion, accept the return of Goods from You:
7.1.2 if the Goods are a standard stock item when You request the return;
7.1.3 on payment of Our re-stocking charges; and
7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.
This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights.
8. Delivery
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- We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.
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- We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.
- If delivery does not take place because You are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 14 days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.
- Neither We nor Our carriers shall be responsible for unloading the Goods at Your premises.
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- Delivery will be deemed to have taken place either at Our premises when You collect the Goods or at the agreed delivery address, when You have unloaded the Goods or at the place where We supply the Services.
- We will give You notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than two business days prior to the planned delivery date, We shall be entitled to charge You for any costs incurred in rearranging the delivery.
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- Subject to clause 9.2, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our invoice, in cleared funds, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, We may decline to deliver the Goods and/or perform the Services.
- We may require a deposit to be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.
- We may allow You to have an approved credit account with Us and this will be on such terms as We specify. The credit account terms ,unless We agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later than the end of the month following the month of delivery of Goods/performance of Services (as applicable). Some of the Goods supplied by Us may require proforma or stage payments and would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.
- We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.
- In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:
9.5.2 reduce your credit limit or
9.5.3 bring forward Your due date for payment.
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- By placing an order with Us or applying for a credit account, You:
9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.
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- If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):
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- We may cancel any discount offered to You; and
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10. Title and Risk
10.1 Where We provide Goods, title to the Goods shall pass to You when We have received all amounts due to Us from You which are outstanding.
10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.
10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:
10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and
10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.
11. Third Party Contractors
11.1 By entering into a Contract you agree that We may utilise third party suppliers and contractors in carrying out Services under that Contract.
12. Warranties, Indemnity and Liability
12.1 Subject to clauses 4.2, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:
12.1.1 the Goods and Services will conform to the Specification; and
12.1.2 Services will be provided with reasonable care and skill.
12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.
12.3 You are responsible for ensuring, that:
12.3.1 the Specification is complete, accurate and fit for Your purposes;
12.3.2 the Services provided are suitable for Your purposes;
12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.
12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services which:
12.4.1 is caused by a breach of any of the warranties given at clause 12.1; or
12.4.2 are produced to the Specification.
12.5 You shall inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:
12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 48 hours of delivery;
12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and
12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clause 12.5, We shall, at Our sole option replace or repair the Goods, re-perform the Services or refund the price of Goods.
12.7 Subject to clause 12.9, We shall not be liable to You or to any person claiming through You for any loss or injury howsoever arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.
12.8 Subject to clause 12.9, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable) or £150,000 whichever is the lower sum.
12.9 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.
12.10 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.
13. General
13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.
13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.
13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.
13.7 In order to perform this Contract We may need to disclose your personal information to relevant third parties. We shall comply with all relevant data protection legislation and shall ensure that all such relevant third parties are contractually obliged to do so too. All personal data shall be processed in accordance with Our Privacy Policy as amended from time to time
13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK, 7 Business Days after posting.
13.10 Except as expressly provided for in this clause 13.10 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.
13.11 We may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party.
13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.
13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
