Treehouse Life Ltd., Unit 209B, Lansbury Estate, 102 Lower Guildford Road, Woking, Surrey GU21 2EP
Company Number [UK] 9708820 / VAT Number GB242 341 539
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open
Commencement Date: has the meaning given in clause 2.4.Completion: is the event and date on which the Supplier confirms that it has completed the Installation.
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in
accordance with these Conditions.
Customer: the person or company, firm or other entity who purchases the Goods and/or Services from the
Location: is the address where the Contract will be performed, as stated in the Order and Quotation.
Force Majeure Event: has the meaning given to it in clause 17.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed [in
writing] by the Customer and the Supplier.
Intellectual Property Rights: patents, rights to inventions, copyright and [neighbouring and] related rights, moral
rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing
off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets), and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply for and be granted,
renewals or extensions of, and rights to claim priority from, 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.
Installation: the installation of the Goods by the provision of the Services as described in the Quotation.
Order: the Customer’s order for the supply of Goods and Services for the Installation, as set out in the Quotation.
Quotation: the description of the Goods and Services to be installed by the Supplier.
Services: the services of Installation to be provided by the Supplier to the Customer as set out expressly in the
Quotation or by necessary implication.
Snags: is a small defect or missing part from the Goods or Installation.
Local Rules: any local statutory or local regulatory laws or regulations which apply to the Contract in the
jurisdiction for the Delivery Location.
Supplier: Treehouse Life Limited a company registered in England and Wales with company number 09708820
registered office Unit 209B, Lansbury Estate, 102 Lower Guildford Road, Woking, Surrey GU21 2EP email firstname.lastname@example.org.
Supplier Materials: the Supplier’s tools and materials at the Location which it uses to provide the Services of
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
(b) A reference to a party includes its [personal representatives,] successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to
legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term
preceding those terms.
(e) A reference to writing or written includes fax SMS and email.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and Services in accordance with these
Conditions. It is a contract for the sale of goods, including services.
2.2 The Customer will be treated as a business customer unless he or she contracts personally with the Supplier
and, in particular, where payment is not made by an individual.
2.3 Nothing said or stated by the Supplier or its agents as part of any pre-Contract discussion other than what is
contained in the Quotation shall be a representation or warranty. The Supplier is providing Goods, Services and
the Installation in accordance with its Quotation.
2.4 The Order given can only be given on the latest Quotation and shall only be deemed to be accepted when the
Supplier issues a written acceptance of the Order at which point, and on which date the Contract shall come into
existence (Commencement Date).
2.5 The Services and Installation will start on a date agreed between the Supplier and Customer, in writing, after
the Supplier has accepted the Order. If no date is agreed within 14 days, the Contract will be deemed void, and any
payments will be refunded, and the Supplier under no obligation.
2.6 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the
Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are
issued or published for the sole purpose of giving an approximate idea of the Services, the Installation and/or
Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose
or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.8 The Quotation shall not constitute an offer and is only valid for a period of 20 Business Days from its date of
2.9 All of these Conditions shall apply to the supply of both Goods and Services and Installation except where
application to one or the other is specified.
2.10 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or
contained in any documents of the Customer that is inconsistent with these Conditions.
2.11 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to
this Contract; without prejudice to this, you agree to waive any right to a cooling off period.
3.1 The Goods are those products described in the Quotation.
3.2 The Supplier reserves the right to supply goods which are not identical to the Goods, and to use its reasonable
endeavours to supply goods which are similar and which will, in any event, enable the Installation to be completed
in all material respects as set out in the Quotation.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the Location at or before the date on which the parties have agreed the
commencement of the Installation. The Supplier is under no obligation to deliver to any other address.
4.2 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or
the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods.
4.3 The Supplier may deliver the Goods by instalments.
5. Quality of Goods
5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty
period),] the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for the Installation.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period that some or all of the Goods
do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the
(d) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of those defective
parts of the defective Goods.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the use
or maintenance of the Goods or (if there are none) good practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of the Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use; or
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable
statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’
failure to comply with the warranty set out in clause 5.1.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and Risk
6.1 The risk in the Goods and Installation shall pass to the Customer on completion of the Installation as
determined by the Supplier.
6.2 Title to the Goods shall not pass to the Customer until payment of the final payment.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) keep the Goods separately from all other goods held by the Customer so that they remain readily identifiable as
the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition;
(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer,
and if demanded by the Supplier as the result of the Customer failing to pay any payment due, deliver up all Goods
in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer
fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in
order to recover them.
7. Supply of Services
7.1 The Supplier shall supply the Services to fulfil the Installation in accordance with the Quotation.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed, but
any such dates shall not be of the essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or
regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and
the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer’s Obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the delivery of Goods and provision of Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Location and
working area around the Location, and other facilities as reasonably required by the Supplier to provide the
(d) provide the Supplier with such information, facilities and materials as the Supplier may reasonably require in
order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services as reasonably required by the Supplier;
(f) obtain and maintain all necessary licences, permissions (including planning permission or building regulations)
and consents which may be required for the Installation and provide evidence of these to the Supplier before the
date on which the Installation is due to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the
Customer’s premises in safe custody at its own risk, until the Completion of the Installation; and
(i) follow any guidance and safety instructions provided by the Supplier.
8.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or
omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to
suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the
Customer Default to relieve it from the performance of any of its obligations in each case to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or
indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by
the Supplier arising directly or indirectly from the Customer Default.
9. Completion – Snags, and subsequent use of the Goods and Risk
9.1 When the Supplier has completed the Installation in its reasonable opinion, it will notify the Customer and
certify in writing that it has done so. This date will be the date of Completion.
9.2 The Customer may inspect the Installation and raise any alleged Snags to the Supplier within 7 days of
Completion . If no Snags are reported within that period (time to be of the essence) the Contract will be deemed
completed at the date of the certification under clause 9.1.
9.3 If Snags are reported the Supplier will attend to inspect the Installation and will either accept and remedy the
Snags, or will reject the report.
9.4 In the event that the Supplier rejects the Snag/s reported, the parties will agree to the appointment of a
member of the Royal Institute of Chartered Surveyors (RICS) to adjudicate as an arbitrator.
9.5 If the parties cannot agree on the identity of an arbitrator, either one of them may ask the President for the
time being of the RICS to nominate someone.
9.6 Any arbitration will be informal, non-binding, and arranged as the arbitrator considers appropriate.
9.7 Any fees payable to an arbitrator will be shared initially between the parties in equal shares unless, in his/her
view, the arbitrator considers that either party has been unreasonable in the reason for the dispute or the
conduct of the dispute, in which case the unreasonable party will pay all of those fees the arbitrator considers
appropriate, up to 100%.
9.8 Any such arbitration and/or snagging undertaken by the Supplier will be condition upon the final payment
have been made in accordance with Clause 10.
9.9 The Supplier is installing Goods which Installation is, by nature, hazardous. The Customer uses the Goods
installed at it’s own risk, and with regard to any and all guidance given by the Supplier as to the proper use of the
Installation as well as common sense. For example, overloading the Installation by weight, or failing to carry out
routine maintenance. This clause does not prevent the Customer from complaining about defective Goods or
10. Price and Payment
10.1 The price for Goods Services and Installation:
(a) shall be the price in the Quotation;
(b) shall be inclusive of all costs and charges of packaging, insurance, transport of the Goods, the Services and
(c) are additional to any fees charged for any pre Contract advisory work which has been undertaken as these are
not part of the price.
10.2 The price will be paid as follows:
(a) an initial payment due upon placing the Order, of 40% of the total price;
(b) an interim payment, due on or within 7 days of the date agreed for the start of the Installation, time to be of the
essence for this payment, and
(c) a final payment within 7 days of Completion of the Installation, time to be of the essence for this payment.
(d) If, in the course of performing the Installation, the Customer asks the Supplier to amend, or add, to the
Contract, the parties will agree any variation in writing as to the changes and the additional costs to be paid, and
those variations will be subject to the terms of the Contract.
(e) The payments made are non-refundable. Payment of the whole price is due unless the Supplier agrees to waive
any part of the price in writing, after the Order is accepted.
(f) If the parties fail to agree the price of a variation but the Supplier makes changes at the behest of the Customer,
it will charge for its additional time on a day rate basis, and for any additional goods supplied.
(g) The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time
before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and
duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the date for the Installation, or the types of Goods; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to
give the Supplier adequate or accurate access, information or instructions.
10.3 The Customer shall pay each payment instalment due, whether or not an invoice has been submitted by the
Supplier and in full and in cleared funds to a bank account nominated in writing by the Supplier.
10.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added
tax (or local equivalent) chargeable from time to time. Where any taxable supply for VAT or any equivalent tax in
the Delivery Location is payable, on receipt of a tax invoice from the Supplier, the Customer will pay to the Supplier
such additional amounts in respect of tax as are chargeable on the supply of the Services or Goods at the same
time as payment is due for the supply of the Services or Goods.
10.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without
limiting the Supplier’s remedies, the Customer shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at
4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base
rate is below 0%.
10.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or
withholding (other than any deduction or withholding of tax as required by law).
11. Intellectual Property Rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual
Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
11.2 The Supplier grants to the Customer, a non-exclusive, royalty-free perpetual and irrevocable licence to use the
Goods and Installation including the Intellectual property rights inherent within them.
11.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by this clause.
12. Data Protection
12.1 The following definitions apply in this clause:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical
and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in
the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR);
the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information
Commissioner or other relevant regulatory authority and applicable to a party].
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
12.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in
addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection
12.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the
Controller and the Supplier is the Processor.
12.4 Without prejudice to the generality of this clause, the Customer will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or
lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of
12.5 Without prejudice to the generality of this clause, the Supplier shall, in relation to any Personal Data processed
in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of the Customer unless the Supplier is
required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law
as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before
performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so
notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the
Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any measures (those measures
may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can
be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the
technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal
Data confidential; and
(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been
obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate
level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to
the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring
compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications,
impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on
termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain records and information to demonstrate its compliance with this clause.
12.6 The Customer consents to the Supplier appointing a third-party processor of Personal Data under the
Contract. The Supplier confirms that it may enter with the third-party processor into a written agreement
substantially on that third party’s standard terms of business or incorporating terms which are substantially
similar to those set out in this clause and in either case will continue to reflect the requirements of the Data
Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts
or omissions of any third-party processor appointed by it pursuant to this clause.
12.7 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any
applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or
forming part of an applicable certification scheme (which shall apply when replaced by attachment to the
12.8 In the event that the Contract is to be performed in a jurisdiction outside England and Wales, and if the Local
Rules require compliance with data protection rules in the Location, the parties agree to use their best endeavours
to put into effect data protection substantially similar to the protections contained in this clause.
13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after
completion of the Contract, disclose to any person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other party, except as permitted by this clause.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such
information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection
with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it
discloses the other party’s confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights
and perform its obligations under or in connection with the Contract.
14. Limitation of Liability
14.1 The restrictions on liability in this clause apply to every liability arising under or in connection with the
Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability
arising from its deliberate default.
14.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence save to the extent that the Customer ignores or does not obey
the Suppliers guidance in the use of the Goods;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
14.4 Subject to this clause, the Supplier’s total liability to the Customer shall not exceed the limits of its Professional
Indemnity Insurance (£1,000,000), Public and Products Insurance (£5,000,000) and Employers Liability Insurance
14.5 This clause sets out specific heads of excluded loss and exceptions from them:
(a) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
(b) The following types of loss and specific loss are not excluded:
(i) sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods or Services not
provided in accordance with the Contract;
(ii) wasted expenditure;
(iii) additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not
provided in accordance with the Contract. These include consultancy costs, additional costs of management time
and other personnel costs, and costs of equipment and materials;
(iv) losses incurred by the Customer arising out of or in connection with any third party claim against the
Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims
shall include demands, fines, penalties, actions, investigations or proceedings, including those made or
commenced by subcontractors, the Supplier’s personnel, regulators and customers of the Customer.
14.6 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications
in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods
Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from the Contract.
14.7 This clause shall survive termination of the Contract.
15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving
the other party written notice.
15.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with
immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is
remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation
or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining
a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or
action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial
part of its business.
(c) Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the
Contract on the due date for payment.
15.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or
all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if
the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes
subject to any of the events listed in clause 15.2, or the Supplier reasonably believes that the Customer is about to
become subject to any of them.
16. Consequences of Termination
16.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and
interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier
shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials or Goods which have not been fully paid for. If the
Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until
they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for
any purpose not connected with this Contract.
16.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that
have accrued up to the date of termination, including the right to claim damages in respect of any breach of the
Contract which existed at or before the date of termination.
16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination
shall continue in full force and effect.
17. Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its
obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its
reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a
reasonable extension of the time for performing such obligations. If the period of delay or non-performance
continues for 104 of weeks, the party not affected may terminate the Contract by giving 30 days written notice to
the affected party.
18.1 Assignment and other dealings:
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in
any other manner with any of its rights and obligations under the Contract without the prior written consent of
(a) Any notice [or other communication] given to a party under or in connection with the Contract shall be in
writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered
office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number or sent by email to the address specified in clause 1.
(c) Any notice [or communication] shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by [pre-paid first-class post or other] next working day delivery service, at [9.00 am] on the [second]
Business Day after posting; or
(iii) if sent by [fax][or] [email], at the time of transmission, or, if this time falls outside business hours in the place
of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday
on a day that is not a public holiday in the place of receipt.
(d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where
applicable, any arbitration or other method of dispute resolution.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part
provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a
replacement provision that, to the greatest extent possible, achieves the commercial result of the original
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that
or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
18.5 No partnership or agency:
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between
the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
18.6 Entire agreement:
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all
previous agreements, promises, assurances, warranties, representations and understandings between them,
whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in
respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation [or negligent misrepresentation] based on any statement in the Contract.
18.7 Third party rights:
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of the Contract.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing
and signed by the parties (or their authorised representatives).
18.9 Local Rules:
If the Delivery Location is outside the territory of England and Wales, it is the Customer who is responsible for
checking and bringing to the attention of the Supplier, in writing, any Local Rules which may adversely impact on
the proposed Installation. Absent any such notice, the Customer will not be able to complain to the Supplier that,
by virtue of any such rules, the Installation could not be undertaken or not undertaken as envisaged by the
Quotation. The Customer will remain obliged to pay the price for the Goods and Services, subject to any savings
the Supplier is able to obtain by not having to complete the Installation.
18.10 Governing law and Jurisdiction:
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by and construed in accordance with the
law of England and Wales. This clause applies wherever the Delivery Location is.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or
its subject matter or formation. If the courts of a different jurisdiction require that Local Rules apply, the parties
will petition the courts to apply the laws of England and Wales to any dispute.