Terms and Conditions for the Commercial supply of Goods and Services – Hire, Sales and Installation
In this document the following words shall have the following meanings:
1.1 – “Agreement” means these Terms and Conditions, together with the terms of any applicable Specification Document.
1.2 – “Customer” means the organisation or person who purchases goods and services from the Supplier.
1.3 – “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know‐]how and all other forms of intellectual property wherever in the world enforceable.
1.4 “Deposit” means any advance payment required by the Supplier in relation to the Hire Goods which is to be held as security by the Supplier;
1.5 “Hire Goods” means any machine, article; tool, and/or device together with any accessories specified In a Contract which are hired to the Customer; “Hire Period” means the period commencing when the
Customer holds the Hire Goods on hire (including Saturdays Sundays and Bank Holidays) and ending upon the happening of any of the following events:
(i) The physical return of the Hire Goods by the Customer ‐]into the Supplier’s possession; or
(ii) The physical repossession or collection of Hire Goods by the Supplier
1.6 “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
1.7 “Products” means the products sold to the Customer by the Supplier;
1.8 “Rental” means the Supplier’s charging rate for the hire of the Hire Goods which is current from time to time during the Hire Period;
1.9 – “Specification Document” means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier.
1.91 – “Supplier” means E Manwaring Trading as EM Communications, 7 Linden Park Road, Tunbridge Wells, Kent TN2 5QL. And will include Its employees, servants, agents and/or duly authorised representatives
1.92 ‐”Services” means the services and/or work (If any) to be performed by the Supplier for the Customer in conjunction with the hire of Hire Goods including any delivery and/or collection service for the Hire Goods.
2.1 ‐ These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 ‐ Before the commencement of the services, the Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 ‐ The Supplier shall use all reasonable endeavours to complete the services within estimated time frames, but time shall not be of the essence in the performance of any services.
2.4 ‐ Hire Goods are hired subject to them being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Goods being unavailable for hire where the Hire Goods are unavailable due to circumstances beyond the Supplier’s control.
2.5 ‐ Where hire of the Hire Goods is to a Customer who is an Individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Hire Goods is not covered by the Consumer Credit Act 1974.
2.6 ‐ Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Where the Customer is acting as a consumer any provision which is marked with an asterisk (*) may, subject to determination by the Courts, have no force or effect. For further information about your statutory rights contact your local authority Trading Standards Department or Citizens Advice Bureau or if based in the Republic of Ireland your local office of the Director of Consumer Affairs or Citizens Information Centre.
2.4 ‐ Unless otherwise stated in writing by a duly authorised person on behalf of the Seller the following Terms and Conditions shall apply. In the event of difference between these Conditions and those of the Buyer these Conditions shall prevail.
3. PRICE AND PAYMENT
3.1 ‐ The amount of any Deposit, Rental and/or charges for any Services shall be as quoted to the Customer or otherwise as shown in the Supplier’s current price list from time to time. Where a Deposit is required for the Hire Goods it must be paid in advance of the Customer hiring the Hire Goods, The Supplier may also require an initial payment on account of the Rental in advance of the Customer hiring the Hire Goods.
3.2 ‐ The Customer shall pay the Rental, charges for any Services, monies for any Products and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. If the Supplier has agreed monthly credit terms with the Customer, invoices from the Supplier to the Customer must be paid by the Due date. If no credit terms the Supplier’s invoices are due for payment when an order is placed or, if agreed in advance, when the Hire Goods or Products are delivered.
3.3 ‐ The Supplier’s prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.
3.4 ‐ Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
3.5 ‐ If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judgment/decree) on the amount unpaid at the rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the rate of 2.5% per month whichever is higher. Where the Supplier Is entitled to claim compensation for debt recovery costs from the Customer, the Supplier may also exercise its statutory right to claim compensation charges ranging from 40% to 100%, depending on the amount overdue, under the Late Payment of Commercial Debt (Interest) Act 1988, as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
3.6 ‐The Customer shall pay all sums due to the Supplier under this Contract without any set‐off, deduction, counterclaim and/or any other withholding of monies.
3.7 ‐ The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for hire of the Hire Goods and/or the provision of Services If allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
3.8 ‐ The Supplier may require the Customer to provide details of a valid credit or debit card upon hire of the Hire Goods as a form of deposit, in which event the Supplier reserves the right to present these details at any time for payment of any sums due under the Contract.
3.9 ‐ The Seller may at any time renew, alter or withdraw credit terms (if any) provided to the Buyer and require Cash on Delivery or Cash With Order.
3.91 ‐ Should default be made by the Buyer in paying any sum due under any order as and when it becomes due the Seller shall have the right to suspend further deliveries until the default be made good or to cancel the order so far as any goods remain to be delivered there under.
3.92 – Subject to any other written agreement between the parties hereto for installation projects: 30% of the total invoice value for mobilisation will be due upon receipt of order. 60% of the total invoice value will be due upon delivery of equipment to the Suppliers premises for offsite construction or to the Customer’s premises for installation, whichever is the sooner and is to be invoiced and valued at monthly stages throughout the contract as required. The Customer may inspect any invoiced equipment stored offsite during this process. The customer agrees to pay the mobilisation invoice within 7 days of the date of the invoice or prior to the commencement on site, whichever is the shorter period and all other invoices relating to this contract within 30 days from the date of the invoice.
4. SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt, no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement, shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7. CUSTOMER`S OBLIGATIONS
7.1 ‐ To enable the Supplier to perform its obligations under this Agreement, the Customer shall:
7.1.1 Co-operate with the Supplier;
7.1.2 Provide the Supplier with any information reasonably required by the Supplier;
7.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services;
7.1.4 Comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 ‐ The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 ‐ Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages, and not as a penalty, the full amount of any third party costs to which the Supplier has committed. In respect of cancellations on less than two working days written notice, the Customer shall be required to pay the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre‐estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 ‐ In the event that the Customer or any third party, not being a sub‐contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and
7.4.1 The Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 If applicable, the timetable for the project will be modified accordingly;
7.4.3 The Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8. ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 ‐ The parties may ‐ at any time ‐ mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 ‐ The Customer may – at any time ‐ request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations, the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 ‐ Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4 ‐ Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 ‐ The Supplier warrants that as from the date of delivery, for a period of one calendar year or as long as any manufacturer’s warranty passed on, the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
9.2 ‐ The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
9.3 ‐ Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11. LIMITATION OF LIABILITY
11.1 ‐ Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
11.2 ‐ In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 ‐ Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub‐contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 ‐The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to
12.2 ‐ The other party commits a material breach of this Agreement which cannot be remedied under any circumstances.
12.3 ‐ The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect.
12.4 ‐The other party ceases to carry on its business or substantially the whole of its business.
12.5 ‐ The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13 RISK OWNERSHIP AND INSURANCE
13.1 ‐ Risk in the Hire goods and any Products will pass immediately to the Customer when they leave the physical possession or control of the supplier.
13.2 ‐Risk in the Hire Goods will not pass back to the Supplier from the Customer until the Hire Goods are back in the physical possession of the Supplier. This shall apply even if the Supplier has agreed to cease charging the Rental.
13.3 ‐Ownership of the Hire Goods remains at all times with the Supplier. The Customer has no right, title or interest in the Hire Goods except that they are hired to the Customer. Ownership of any Products remains with the Supplier until all monies payable to the Supplier by the Customer for the Products have been paid in full.
13.4 ‐ The Customer must not deal with the ownership or any interest in the Hire Goods. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending.
13.5 ‐ The Supplier may require the Customer to insure the Hire Goods on such reasonable terms and for such reasonable risks as the Supplier may specify. The proceeds of any such insurance that relate directly to the Hire Goods shall be held by the Customer in trust for the Supplier and be paid to the Supplier on demand. The Customer must not compromise any claim In respect of the Hire Goods and/or any associated insurance without the Supplier’s written consent.
14 HIRE EQUIPMENT DELIVERY, COLLECTION AND SERVICES
14.1 – It is the responsibility of the Customer to collect the Hire Goods from the Supplier and return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver or collect the Hire Goods to and/or
from the Customer it will do so at its standard delivery cost and such delivery and/or collection will form part of the Services.
14.2 ‐ Where the Supplier provides Services the persons performing the Services are servants of the Customer and once the Customer instructs such person they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions guidance and/or advice except to the extent that the persons performing the Services are negligent.
14.3 ‐ The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to utilities for the Supplier’s employees, sub‐]contractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is where necessary cleared and prepared before the Services are due to commence.
14.4 ‐ If any Services are delayed, postponed and/or are cancelled due to the Customer failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the Customer is acting as a consumer and the delay is due to a Force Majeure event.
15 CARE OF HIRE GOODS
15.1‐The Customer shall:‐
15.1.1‐ Not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose In a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;
15.1.2 ‐ Notify the Supplier immediately after any breakdown, loss and/or damage to the Hire Goods;
15.1.3 ‐ Take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
15.1.4 ‐ Notify the Supplier of any change of its address and upon the Supplier’s request provide details of the location of the Hire Goods;
15.1.5 ‐ Permit the Supplier at all reasonable times and upon reasonable notice to inspect the Hire Goods including procuring access to any property where the Hire Goods are situated;
15.1.6 ‐ Keep the Hire Goods at all times in its possession and control and not to remove the Hire Goods from the country where, the Customer is located and/or the country where the Supplier is located without the prior
written consent of the Supplier;
15.1.7 ‐ Be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that the Supplier has agreed to provide them as part of any Services.
15.1.8 ‐ Not do or omit to do anything which the Customer has been notified will or may be deemed to invalidate any policy of insurance related to the Hire Goods;
15.1.9 ‐ Not continue to use Hire Goods where they have been damaged and will notify the Supplier immediately if the Hire Goods are involved in an accident resulting in damage to the Hire Goods, other property and/or injury to any person; and
15.1.10 ‐ If the Hire Goods require fuel, oil and/or electricity ensure that the proper type and/or voltage is used and that, where appropriate, the Hire Goods are properly installed by a qualified and competent person.
15.2 ‐ The Hire Goods must be returned by the Customer in good working order and condition (fair wear and tear excepted) and in a clean condition together with all insurance policies, licences, registration and other
documents relating to the Hire Goods.
16 HIRE EQUIPMENT BREAKDOWN
16.1 ‐ Allowance will be made in relation to the Rental to the Customer for any non‐use of the Hire Goods due to breakdown caused by the development of an Inherent fault and or fair wear and tear on condition that the Customer informs the Supplier as soon as practicable of the breakdown.
16.2 ‐ The Customer shall be responsible for all expenses, loss (including loss of Rental) and/or damage suffered by the Supplier arising from any breakdown of the Hire Goods due to the Customer’s negligence, misdirection and/or misuse of the Hire Goods.
16.3 ‐The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Goods during the Hire Period and all repairs which are required due to fair wear and tear and/or an Inherent fault in the Hire Goods, The Customer will be responsible for the cost of all repairs necessary to Hire Goods during the Hire Period which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
16.4 ‐ The Customer must not repair or attempt to repair the Hire Goods unless authorised to do so in writing by the Supplier.
17 LOSS OR DAMAGE TO THE HIRE GOODS
17.1 ‐ If the Hire Goods are returned in damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Hire Goods the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Goods to a condition fit for re‐]hire and to pay the Rental, in accordance with the provisions of clause 17.3, until such repairs and/or cleaning have been completed.
17.2 ‐ The Customer will pay to the Supplier the replacement cost of any Hire Goods which are lost, stolen and/or damaged beyond economic repair during the Hire Period less the amount paid to the Supplier under any policy of insurance taken out in accordance with these conditions.
17.3 ‐The Customer shall pay the Rental for the Hire Goods up to and including the date it notifies the Supplier that the Hire Goods have been lost, stolen and/or damaged beyond economic repair. From that date until the Supplier has replaced such Hire Goods the Customer shall pay, as a genuine pre‐estimate of lost rental profit, a sum as liquidated damages being equal to two thirds of the Rental that would have applied for such Hire Goods for that period. The Supplier shall use its reasonable commercial endeavours to purchase replacements for such Hire Goods as quickly as possible using the monies paid under clause 17.2 above.
18.1 ‐ If the Customer:‐
18.1.1 ‐ Fails to make any payment to the Supplier when due without just cause;
18.1.2 ‐ Breaches the terms of the Contract and, where the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
18.1.3 ‐ Persistently breaches the terms of the Contract;
18.1.4 ‐ Provides incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
18.1.5 ‐ Pledges, charges or creates any form of security over any Hire Goods or proposes to compound with its creditors, creates a trust deed for its creditors, applies for an interim moratorium in respect of claims and/or proceedings, any distress/diligence, execution or other legal process is levied on any property of the Customer, has a Bankruptcy Petition/Petition for Sequestration presented against It or the Customer takes or suffers any similar action in any jurisdiction;
18.1.6 ‐ Being a company, ceases or threatens to cease to carry on business, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver or in the Republic of Ireland an
examiner appointed over all or any of its assets, any attachment order/arrestment is made against the Customer, any distress/diligence, execution or other legal process is levied on any property of the Customer or
the Customer takes or suffers any similar action in any jurisdiction;
18.1.7 ‐ Appears reasonably to The Supplier due to the Customer’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or
18.1.8 ‐Appears reasonably to the Supplier to be about to suffer any of the above events; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 18.2 below.
18.2 ‐ If any of the events set out in clause 18.1 above occurs in relation to the Customer then:‐
18.2.1 ‐ Except where the Customer is acting as a consumer the Supplier may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Hire Goods and/or Products
owned by the Supplier may be and repossess any Hire Goods and/or Products;
18.2.2 ‐ The Supplier may withhold the performance of any Services and cease any Services in progress under this and/or any other Contract with the Customer;
18.2.3 ‐ The Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other contract with the Customer; and/or
18.2.4 ‐ All monies owed by the Customer to the Supplier shall immediately become due and payable.
18.3 ‐ Any repossession of the Hire Goods and/or Products shall not affect the Supplier’s right to recover from the Customer any monies due under the Contract and/or any damages in respect of any breach which occurred prior to repossession of the Hire Goods and/or Products.
18.4 ‐ Upon termination of the Contract the Customer shall immediately:
18.4.1 ‐ Return the Hire Goods to the Supplier or make the Hire Goods available for collection by the Supplier as requested by the Supplier; and
18.4.2 ‐ Pay to the Supplier all arrears for Rentals, Charges for any Services, monies for any Products and/or any other sums payable under the Contract
19 TERMINATION BY NOTICE
19.1 ‐ If the Hire Period has a fixed duration, subject to the provisions of Section 10 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
19.2 ‐ If the Hire Period does not have a fixed duration either of the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice.
9.3 If no period of notice has been agreed or specified the Customer may terminate the Hire Period by the physical return of the Hire Goods to the Supplier.
19.4 ‐ The Supplier shall be entitled to terminate the hire of the Hire Goods by giving not less than 14 days’ notice to the Customer.
20. Short Notice Cancellation
20.1 – In the event of a cancellation of the hire by the Client with less than 21 days notice prior to the scheduled start date, the Client shall be responsible for paying a short notice cancellation fee. The short notice cancellation fee shall be calculated as a percentage of the total hire cost and is outlined as follows:
20.2 – If the cancellation occurs 21 days or more before the scheduled start date, no short notice cancellation fee shall be charged, and any advance payment made by the Client shall be refunded in full.
20.3 – If the cancellation occurs less than 20 days but more than 3 days before the scheduled start date, the Client shall pay a short notice cancellation fee equal to 50% of the total hire cost.
20.4 – If the cancellation occurs 2 days or less before the scheduled start date, the Client shall pay a short notice cancellation fee equal to 100% of the total hire cost.
20.5 – Method of Payment: The short notice cancellation fee shall be deducted from any advance payment made by the Client, and if the fee exceeds the advance payment, the Client shall be invoiced for the remaining balance, payable within 7 days of the invoice date.
20.6 – Exceptions: The Supplier reserves the right to waive the short notice cancellation fee or negotiate alternative terms in exceptional circumstances beyond the control of the Client, such as force majeure events (e.g., natural disasters, acts of government, or other unforeseeable events).
20.7 – Notice of Cancellation: The Client shall provide written notice of the cancellation to the Supplier, stating the reason for the cancellation and the date of the notice.
21. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from, or arising as a result of, the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all
that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
22. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including, but not limited to, acts of God,
strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in
manufacture, production or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
23. INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub‐contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by e‐mail, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing; if sent by Email shall, unless the contrary is proved, be deemed to be received on the day it was sent; if sent by fax shall be deemed to be served on receipt of an error free transmission report; if given by letter shall be deemed to have been served at the time at which the letter was delivered personally; if sent by post shall be deemed to have been delivered in the ordinary course of post.
28. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
29. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
30. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.