Terms & Conditions

Terms & Conditions

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General

Sigma Imaging (UK) Ltd may at any time revise these Terms of Use. You will be bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use.

Terms of Trading

1. DEFINITIONS

1.1 In these Terms ‘the Company' means Sigma Imaging (UK) Limited Company Number 4114616 whose registered office is at 13 Little Mundells, Welwyn Garden City, Hertfordshire, AL7 1EW and 'the Buyer' means the person, firm or company who purchases Goods from the Company.

1.2 Subject to Clause 1.3 below, 'the Goods' means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.3 Where the Contract is for the provision of services the words 'the Goods' shall be read, where the context permits, as meaning the services, which the Company has contracted to provide.

1.4 ‘the Terms’ means these terms and any special terms agreed in writing between the Buyer and a person authorised to sign on behalf of the Company. 

1.5 ‘the Contract’ means each contract for the supply of Goods incorporating these Terms.

1.6 ‘Delivery’ means when the Goods are delivered in accordance with Clause 6.1 below.

1.7 ‘Information’ means any samples, descriptions and/or information, whether of a technical nature or not relating to the Goods including without limit quantities, measurements, dimensions, weights, specifications, designs, drawings or descriptive matter.

1.8 ‘Insolvent’ means

a) the Buyer becoming unable to pay its debts within the meanings of Section 123 (company) or Section 268 (individual) of the Insolvency Act 1986 or 

b) the Buyer ceasing to pay its debts in the ordinary course of business or 

c) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or

d) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer or 

e) the Buyer ceases to trade or

f) the Buyer encumbers or in any way charges any of the Goods. 

1.9 ‘Associated Company’ means the Buyer’s subsidiary or holding company as defined in Sections 736 and 736A of the Companies Act 1985 or a subsidiary of such holding company, or any company over which the Buyer’s directors or shareholders have control as defined in Section 840 of the Income and Corporation Taxes Act 1988.

1.10 ‘working days’ means a day (other than a Saturday or Sunday) when banks in the City of London are open for business.

 

[THESE TERMS DO NOT APPLY IF YOU ARE A CONSUMER – ANY NATURAL PERSON ACTING FOR PURPOSES OUTSIDE HIS TRADE, BUSINESS OR PROFESSION.]

[HEALTH & SAFETY INFORMATION ABOUT THE USE OF THE GOODS IS PROVIDED AND IT IS YOUR RESPONSIBILITY TO BRING THIS TO THE ATTENTION OF THE USER OF THE GOODS.]

2. FORMATION OF THE CONTRACT

2.1 These Terms shall form the basis of each Contract between the Company and the Buyer. Notwithstanding anything to the contrary in the Buyer's standard terms or conditions of purchase or other documents, these Terms shall apply except so far as expressly agreed in writing by a person authorised to sign on behalf of the Company. No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.2 No servant or agent of the Company has power to vary these Terms orally, or to make representations or promises about the condition of the Goods, their fitness for any purpose or any other matter whatsoever.

2.3 Any Information supplied by or on behalf of the Company shall not be regarded as a warranty or representation (in the absence of fraud on the Company’s part) relating to the goods to be supplied under the Contract and such Information is subject to change by the Company without notice. It is the Buyer’s responsibility to verify relevant Information upon which it wishes to rely with the Company before ordering Goods.

2.4 These Terms shall be subject to such further special terms as may be prescribed in writing by the Company.

2.5 In the event of any conflict, or apparent conflict, between the special terms and these Terms, the special terms shall prevail.

2.6 These Terms supersede all previous terms and conditions of sale issued by the Company.

2.7 The Buyer must ensure the accuracy and completeness of the terms of any order including any Delivery dates and any Information provided by the Buyer and provide such dates and Information within a sufficient time to enable the Company to perform the Contract in accordance with its Terms.

2.8 The Company may make changes to the specification of the Goods necessary to conform to any applicable statutory or EU requirements or where Goods are supplied to the Buyer’s specifications which do not materially affect their quality or performance.

3. CANCELLATION

3.1 No cancellation or variation of the whole or any part of the order by the Buyer is permitted except where expressly agreed in writing by a person authorised to sign on behalf of the Company.

3.2 The consent of the Company to cancellation or variation of the order shall not in any way prejudice the Company's right to recover from the Buyer full compensation for any loss or expense arising from such cancellation or variation on an indemnity basis.

3.3 Where the Goods are returned by the Buyer without the Company's written consent, they will not be accepted for credit.

4. PRICE

4.1 Quoted and published prices are based on costs prevailing at the time when they are given or agreed and are exclusive of VAT. The Company shall be entitled to adjust the price of the Goods as at the time of Delivery of each instalment without notice to the Buyer to the price then prevailing for the Goods.

4.2 Where it is legally applicable, VAT will be added to all invoices at the rate applying at the appropriate tax point.

5. PAYMENT

5.1 Unless the sale is for cash, or other credit terms have been expressly agreed in writing by a person authorised to sign on behalf of the Company, all accounts are due for payment by the 15th day of the month following the month of the invoice. If payment is made by the 15th day of the month following the month of the invoice an early payment discount of 3% of the invoiced total net of VAT will be applied. No payment shall be deemed to have been received by the Company until the Company has received cleared funds.

5.2 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract by reason of any dispute or claim by the Buyer.

5.3 The Buyer shall not be entitled to set off or counterclaim against any amount payable under this Contract any amount due or alleged to be due by the Company to the Buyer under any other agreement.

5.4 In the case of short Delivery, partial Delivery or Delivery of damaged goods, the Buyer shall remain liable to pay the full invoice price of all Goods Delivered or available for Delivery.

5.5 Where credit is granted it may be reviewed at any time at the Company’s discretion. The Company reserves the right to refuse to execute any order or the Contract if the arrangements for payment by the Buyer or the Buyer’s credit rating is not satisfactory to the Company or its insurers. The Company retains the right to vary or withdraw any credit limit given to the Buyer. 

5.6 The Company reserves the right at any time at its discretion to demand security for payments before continuing with or Delivering any of the Goods notwithstanding any subsisting agreement to provide credit to the Buyer.

5.7 The Buyer shall reimburse to the Company the entire cost of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.

5.8 Time for payment shall be the essence of the Contract. Any discounts, deductions or rebates agreed are only available if the price is paid and received by the due date.

6. DELIVERY

6.1 Delivery will be deemed to have been effected when the Goods leave the premises of the Company or, as the case may be, the premises of the suppliers to the Company in circumstances where the Goods are Delivered direct from such suppliers or, where the Goods are not Delivered by the Company, but by an independent carrier, Delivery of the Goods by the Company to the carrier shall be Delivery to the Buyer.

6.2 Any dates or times for Delivery are estimates only and time for Delivery shall not be of the essence and may not be made of the essence by notice by the Buyer. If no date for Delivery has been specified by the Company Delivery shall be within a reasonable time. In no circumstances will the Company be under any liability for any loss (including loss of profit, loss of business or depletion of goodwill or similar loss) costs damages or expenses of any kind, including for the avoidance of doubt any liability to any third party, howsoever caused directly or indirectly by any delay in the Delivery of the Goods whatever reason may have caused such delay (including the Company’s negligence), nor will any such delay entitle the Buyer to cancel or rescind the Contract. If the Company does not deliver the Goods within a reasonable time unless the Buyer has previously cancelled the order for the Goods in writing to the Company it shall be bound to accept Delivery of the Goods and to pay for those Goods pursuant to these terms when Delivered by the Company. 

6.3 The Company reserves the right to make Delivery by instalments and tender a separate invoice in respect of each instalment. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. Any claim the Buyer may have in respect of one instalment will not affect the Buyer’s liability in respect of any other instalment.

6.4 If the Company Delivers to the Buyer a quantity of Goods of up to 5% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.

6.5 Unless otherwise expressly agreed in writing, the order price includes the cost of Delivery by the Company to the Buyer's premises within the UK as specified on the order on a working day during normal working hours. Any Deliveries made at the Buyer's request outside normal working hours or not on a working day, outside the UK, direct to the Buyer’s customer or for a total order value of less than £150.00, will be subject to additional charges specified by the Company on the relevant invoice.

6.6 If the Company fails to Deliver the Goods the Buyer shall give notice in writing to the Company within 5 working days after the date of the invoice relating to those Goods, failing which the Goods shall be deemed to have been Delivered. The Company’s entire liability for failure to Deliver the Goods shall be limited to the excess (if any) over the price of the Goods, of the cost to the Buyer (purchasing in the cheapest market reasonably available) of goods which are similar to the Goods in relation to quality, specification and price to replace those not Delivered.

6.7 In the event that the Buyer requests that any Goods be deposited other than on private premises owned by the Buyer, the Buyer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection at all times of persons or property and shall indemnify the Company in respect of all costs, claims, losses or expenses which the Company may incur as a result of such Delivery whether on the public highway or not.

6.8 Unless otherwise stated, all quotations and estimates assume Delivery in full loads. The Company reserves the right to levy additional charges for Delivery by instalments, where requested by the Buyer.

6.9 The Buyer shall provide, at its own expense, the labour necessary for unloading the Goods, such labour to be available during normal working hours on the day notified by the Company for Delivery. The Buyer shall unload the Goods with reasonable speed. If the Company's delivery vehicle is kept waiting for an unreasonable time or is obliged to return to the Company without completing Delivery through lack of assistance or if additional staff have to accompany the Company's driver to unload the Goods, an appropriate additional charge will be made.

6.10 If the Buyer does not accept Delivery of the Goods for any reason, an appropriate additional charge will be made.

6.11 The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company's premises shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary.

 

6.12 The Company will Deliver the Goods as near as possible to the Delivery address as a safe hard road permits. The Company reserves the right to refuse to Deliver Goods to sites considered at the discretion of the driver to be unsuitable.

6.13 If the Buyer wishes to claim that there is any shortage on the Delivery of any Goods or that any of the Goods are Delivered damaged, the Buyer shall give notice in writing to the Company within 3 working days after the date of Delivery, failing which the Goods shall be deemed to have been Delivered undamaged and in accordance with the Delivery documents.

(a) If short Delivery does take place, the Buyer shall not reject the Goods but shall accept the Goods Delivered as a part performance of the order.

(b) If short Delivery or damaged Goods are complained of, the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods and all relevant packaging is provided to the Company before any use thereof is made by the Buyer (“Reasonable Inspection”).

The liability of the Company for short Delivery or damaged Goods shall be strictly limited to the provision of any Goods not Delivered or the replacement or, at the Company's option, repair of any damaged Goods.

6.14 If the Buyer fails to take Delivery on the agreed Delivery date or if the Company is unable to Deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations, or if no specific Delivery date has been agreed, when the Goods are ready for dispatch risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence), the Goods shall be deemed to have been Delivered and the Company shall be entitled to store and insure the Goods and to charge the Buyer all related cost and expenses of so doing.

6.15 A Delivery charge or, as the case may be, an additional Delivery charge may be levied, at the discretion of the Company, on Goods obtained specially from suppliers to the Company or Goods sent other than by usual means of transport at the request of the Buyer.

7. OWNERSHIP AND RISK

7.1 Risk in the Goods shall pass to the Buyer on Delivery.

7.2 Ownership of the Goods shall remain with the Company until the Buyer has paid all liquidated sums owed by the Buyer to the Company whether in respect of this Contract or otherwise in cash or cleared funds. If the Company has in its possession any goods belonging to the Buyer (“the Buyer’s Property”) the Company may at its discretion retain the Buyer’s Property until the Buyer has paid all liquidated sums owed by the Buyer to the Company whether in respect of this Contract or otherwise in cash or cleared funds. The Company may at its option put the Buyer’s Property into a saleable state and then sell the Buyer’s Property and may retain from the proceeds of such sale the sums owed to the Company together with the costs incurred by the Company in putting the Buyer’s Property into a saleable state and the costs of sale and shall pay the balance of any proceeds of sale after such deductions to the Buyer.

7.3 Until ownership passes:-

(a) the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee

(b) the Goods shall be stored separately from any other goods such that they are readily identifiable as the Company’s property and the Buyer shall not interfere with any identification marks labels batch numbers or serial numbers on the Goods

(c) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company

(d) the Company agrees that the Buyer may convert or incorporate the Goods into or mix the Goods with other goods or materials (the product of such conversion, incorporation or mixture being ‘the New Goods’) on condition that ownership to the New Goods shall remain with the Company until payment is received in accordance with Clause 5

(e) at the Company’s request the Buyer will notify its customers that the Company remains the legal owner of the Goods until the Company receives payment in accordance with Clause 5 and the Company reserves the right to label the Goods accordingly

(f) the Company agrees that the Buyer may use or agree to sell the Goods at full market value as principal and not as the Company’s agent in the ordinary course of the Buyer’s business subject to such part of the proceeds of any sale or insurance proceeds received in respect of the Goods as represents the amount owed by the Buyer to the Company being held in trust for the Company and not mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s money and the Buyer shall account to the Company accordingly

(g) the Buyer’s right to use or sell the Goods may be withdrawn by the Company on notice at any time and will automatically cease in the event of the Buyer becoming Insolvent

(h) the Buyer will at the Company’s request and at the Buyer’s expense assign to the Company all rights the Buyer may have against its customers.

7.4 The Company shall be entitled at any time to recover any or all of the Goods of which it has ownership and for that purpose the Company’s employees or agents may with such transport as is necessary enter upon any premises occupied by the Buyer or to which the Buyer has access and where the Goods may be or are believed to be situated.

7.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

8 COMPANY’S LIABILITY

8.1 Nothing in these Terms shall exclude or restrict the Company’s liability

(a) for death or personal injury resulting from the Company’s negligence or 

(b) for fraud or fraudulent misrepresentation or

(c) under section 2(3) Consumer Protection Act 1987 or

(d) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.

8.2 The Company warrants that, subject to the other provisions of these Terms, upon Delivery:

(a) the Goods will be of good materials and workmanship

(b) the Goods will be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and a person authorised to sign on behalf of the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgment of the Company.

8.3 In this Clause “the Defect” shall mean the condition and/or any attribute of the Goods and/or any condition or circumstance arising from any service provided by the Company and/or any other circumstances which but for the effect of these conditions would have entitled the Buyer to damages.

8.4 The Company shall not be liable for a breach of any of the warranties in Clause 8.2:

(a) if the Defect would have been apparent on Reasonable Inspection under Clause 6.13 unless the Buyer gives the Company notice as prescribed in Clause 6.13

(b) unless the Defect is discovered within 3 months of the date of Delivery and the Company is given written notice of the Defect within 10 working days of it being discovered

(c) the Buyer makes any further use of the Goods after giving notice of the Defect to the Company

(d) if the Buyer fails to adhere to the terms of payment set out in the Terms

(e) unless after discovery of the Defect the Company is given a reasonable opportunity to inspect the Goods before they are used fixed or in any way interfered with and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s premises at the Buyer’s cost for the examination to take place there. If following such inspection by the Company the Company accepts that the Goods do have a Defect the Company shall refund to the Buyer the reasonable cost incurred in returning such Goods to the Company. It is acknowledged that the costs of suspending works are relevant to the determination of what is a reasonable opportunity and this Clause shall not apply to any works affecting the Goods which it may be reasonably necessary to carry out in the interests of safety and/or as emergency measures

(f) if the Defect arises as a result of the Goods being used for a purpose other than that specified to or by the Company

(g) if the Defect arises from fair wear and tear; and/or

(h) if the Defect arises from the Buyer’s negligence, mis-use, alteration or repair of the Goods, failure to follow British Standard or industry instructions relevant to the Goods, storage of the Goods in unsuitable conditions or use of the Goods in abnormal working conditions.

8.5 Subject to Clause 8.4 if any of the goods do not conform with any of the warranties in Clause 8.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall at the Company’s expense return the Goods or part of the such Goods which is defective to the Company.

8.6 If the Company complies with Clause 8.5 it shall have no further liability for a breach of any of the warranties in Clause 8.2 in respect of such Goods.

8.7 If the Goods are supplied manufactured or processed to Information or a design supplied by the Buyer or as approved by the Buyer or any third person nominating or specifying the Goods then:

8.7.1 Subject to Clauses 8.1 and 8.12 the Company shall not be under any liability for damages howsoever caused or under Clause 8.5 of these Terms as the case may be except in the event of:

(a) fraudulent misrepresentation by the Company

(b) misrepresentation where the representation was made or confirmed by a person authorised to sign on behalf of the Company 

(c) non-compliance with such Information; or 

(d) breach of a written warranty signed by a person authorised to sign on behalf of the Company that the Goods are fit for that purpose.

8.7.2 The Buyer will unconditionally fully and effectively indemnify the Company against all losses, damages, costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any intellectual property rights of any other person.

8.8 If the Goods are supplied by a reference to Information provided by an authorised person on behalf of the Company then subject to Clauses 8.1 and 8.12 the Company shall not be under any liability for damages howsoever caused or under Clause 8.5 except in the proportion and to the extent that such damages have resulted primarily from the Company’s breach of contract or negligence.

8.9 The Company will not be liable under Clause 8.8 if material information is withheld concealed or misrepresented by the Buyer.

8.10 Subject to Clauses 8.1 and 8.12 the Company shall not be liable for misrepresentation (unless fraudulent) or in contract tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof for:

(a) any financial loss or any liability the Buyer may have to a third party or any loss of profit, business, contracts, revenues, anticipated saving, reputation or goodwill; and/or

(b) any special, indirect or consequential loss or damage of any nature whatsoever howsoever caused.

8.11 The Buyer will unconditionally fully and effectively indemnify the Company against all losses damages penalties costs on an indemnity basis and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim by any third party arising from the supply or use of the Goods. This indemnity will be reduced in proportion to the extent that such losses damages penalties costs and expenses are due to the Company’s negligence.

8.12 Without prejudice to any other provisions of these Terms in any event the Company’s total liability for any one claim or for the total of all claims arising from any one act of default on the Company’s part (whether arising from the Company’s negligence or otherwise) shall not exceed the Contract price.

8.13 The Contract contains the entire agreement between the Company and the Buyer. The Buyer acknowledges that it has not relied upon any statement, promise or representation made or given on behalf of the Company which is not set out in this Contract. Except as expressly provided in these Terms (and except where the Goods are sold to a Consumer within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law (subject always to Clause 8.1 and save for the Conditions implied by Section 12 of the Sale of Goods Act 1979). Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the consumer are not affected by these Terms.

9. DEFAULT & TERMINATION

9.1 If the Buyer fails to pay any invoice or any sum due to the Company under any contract on its due date or the Buyer’s credit limit is exceeded or withdrawn or any trade credit insurance is withdrawn from the Buyer or the Buyer or any Associated Company becomes Insolvent or there is a material change in the Buyer’s or any Associated Company’s constitution or the Buyer commits a material breach of this Contract and fails to remedy that breach after being requested to do so all sums outstanding between the Buyer and the Company under this and any other contract shall become immediately due and payable and the Company shall be entitled to do any one or more of the following (without prejudice to any other right or remedy it may have):-

(a) require payment in cleared funds in advance of further Deliveries of Goods

(b) to claim interest and compensation on the monies outstanding pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment is received, after as well as before judgment

(c) suspend or cancel any further Deliveries of Goods to the Buyer under any contract without liability on the Company’s part

(d) without prejudice to the generality of Clause 7 exercise any of the Company’s rights pursuant to that Clause

(e) terminate this or any other contract with the Buyer or any Associated Company without liability on the Company’s part.

9.2 The Buyer shall reimburse the Company’s costs including legal costs on an indemnity basis which the Company incurs in enforcing its rights under this Contract including but not limited to recovery of any sums due. Such sums shall be in additional to the statutory compensation payable by the Buyer under the Late Payment and Commercial Debts Regulations 2002.

10 DATA PROTECTION

10.1 If the Buyer is an individual or group of individuals the Buyer agrees that the Company may process the Buyer’s personal data in accordance with the Data Protection Act 1998.

11 GENERAL

11.1The formation, interpretation and operation of this Contract shall be governed and interpreted according to the Law of England and Wales and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.

11.2Any reference in these Terms to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted and includes any subordinate legislation for the time being made under it.

11.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

11.4 If the Company is unable (whether temporarily or permanently) to procure any services or goods necessary to enable it to supply the Goods or is prevented or hindered or delayed by reason of any cause beyond the Company’s reasonable control including without limitation labour disputes including disputes involving any part of the work force of the Company restraints or delays affecting carriers import or export regulations or imbargoes difficulties in obtaining materials parts components labour or fuel or breakdown in machinery or vehicles the Company may defer the Delivery date, reduce the volume of Goods ordered or cancel the Contract by giving written notice to the Buyer so far as it relates to Goods not then supplied provided that, if the event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract. Any variation to or cancellation of the Contract shall not give rise to any claims by the Buyer provided that the Buyer shall remain liable to pay for Goods Delivered. 

11.5 The waiver by the Company of any breach or default of these Terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other provision. Failure or delay by the Company to enforce any of the Terms will not be construed as a waiver of any of its rights hereunder.

11.6 If any Clause or sub-Clause of these Terms is held by a competent authority to be invalid or unenforceable the validity of the other Clauses and sub-Clauses of these Terms shall not be affected and they shall remain in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.7 Termination of this Contract shall not affect rights and obligations which have already accrued at the time of termination and the Company’s rights in Clause 7 shall remain in effect. 

11.8 Nothing in these Terms or this Contract is intended to or will create any benefit for or right to enforce any of these Terms to any third party.

11.9 The Company will be entitled to assign sub-contract or sub-let the Contract or any part thereof. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written agreement of a person authorised to sign on behalf of the Company.

11.10 In these Terms words used in the singular include the plural and vice versa and references to a gender include both genders.

12 COMMUNICATIONS

12.1 All communications between the Company and the Buyer about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by email (provided a read receipt is attached to the email and is returned by the recipient as having been received) to the last known email address notified by the Company and the Buyer to the other:

(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or 

(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

12.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first class post, two working days after posting (exclusive of the day of posting); or

(b) if delivered by hand, on the day of delivery if a working day and if not the next working day; or

(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or

(d) if sent by email on the next working day following the day on which the email was sent