Terms & Conditions

A full copy of our Sales Terms & Conditions is available here: Online Sale Terms & Conditions

TERMS AND CONDITIONS FOR SUPPLY OF GOODS

contract formed online

Please read the following important terms and conditions (Terms) before you agree on our website to buy anything from us, and check that they contain everything you want and are willing to agree to.

These Terms set out:

• your legal rights and responsibilities;

• our legal rights and responsibilities; and

• certain key information required by

CONTENTS PAGE

1……… About us.

2……… Our contract with you.

3……… Placing an order and its acceptance.

4……… Your status.

5……… Our goods.

6……… Delivery, transfer of risk and title.

7……… International delivery.

8……… Price of goods and delivery charges.

9……… How to pay.

10……. Business Protection.

11……. Warranties For The Goods.

12……. Uncontrolled Event

13……. Our liability: your attention is particularly drawn to this clause

14……. Dispute Resolution.

15……. Termination.

16……. Communications between us.

17……. General

• About us
  • Company details.
    • Name & jurisdiction: Engineering Support Group Limited (company number 03038421) (we and us) is a company registered in England and Wales.
    • Registered office: Lakeside Business Park, Carolina Way, Doncaster, South Yorkshire, DN4 5PN.
    • Main trading address: Derwent House, RTC Business Park, Derby, Derbyshire, DE24 8UP
    • VAT number: 123362740
    • Website: we operate the websites https://3dbesg.co.uk/
  • Contacting us. To contact us telephone our customer service team at +44 (0)1332 483800 or email enquiries@dbesg.com. How to give us formal notice of any matter under the Contract is set out in clause 16.

• Our contract with you
  • Our contract.
    • These Terms apply to the order by you and supply of Goods by us to you (Contract).
    • No other terms are implied by trade, custom, practice or course of dealing concerning such supply of Goods.
    • Our terms at https://3dbesg.co.uk/website-terms-of-use/ apply to your access, browsing and other use of our website (which you are deemed to accept each time you do any such access, browse or use the website).
  • Entire agreement. Subject to clause 13.3:
    • The Contract is the entire agreement between us in relation to its subject matter.
    • You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  • These Terms and the Contract are made only in the English language. If they are translated into any other language the English language version shall prevail and apply.
  • Your copy. You should print a copy of these Terms or save them to your computer for future reference.

• Placing an order and its acceptance
  • Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods). Each such order is subject to these Terms.
  • Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete, accurate, up to date not misleading and commercially required.
  • Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.
  • Accepting your order.
    • Our provisional acceptance of your order takes place when one of our authorised sales representatives sends confirmation email to you  (Order Confirmation), at which point the Contract between you and us will come into existence.
    • Whilst you may wish to raise a purchase order against our Order Confirmation for your own internal administrative purposes, these terms and conditions shall apply in full. If you do not raise a purchase order number, this shall not excuse your payment of an invoice in accordance with clause 9.1.
  • If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount received from you including any delivery costs charged as soon as possible.

• Your status

You confirm and represent that any order for Goods that you place with is for the purposes of your business, trade or profession and that you are not a consumer under English law.

• Our goods
  • The quantity, quality and description of the Goods shall be as set out in the order; however, this is subject to the following terms of clause 5.
  • Published Content means any content of any kind:
    • on our website (including, but not limited to, written content, images, drawings or audio/visual material);
    • in any of our brochures, designs or other documents published by us or otherwise provided by us to you);
    • broadcast or published on our behalf by a third party; or
    • any combination of any of the above.
  • We shall make efforts to ensure that quantities, sizes, measurements, dimensions, capacities, scales or weights indicated on our Published Content are within a tolerance as stated for each applicable item on our Website.
  • We reserve the right to amend the design or specification of the Goods if required by any applicable statutory or regulatory requirement (or to the extent that the Goods supplied do not materially differ to the Goods ordered)
  • The packaging of your Goods may vary from that shown in our Published Content.
  • Shapes, images or drawings of any kind for any object or Goods shown in our Published Content may not be to an exact size, measurement, dimension, capacity, scale or weight. They should only be considered as being for general guidance or information which are not to be relied upon as the actual size, measurement, dimension, capacity, scale, weight or other manufacturing properties of the object or Goods in
  • Actual colours may vary. Although we try to make sure that all colours shown in any samples, photographs, images or drawings of any kind on our website (or in any of our brochures or other documents published by us or otherwise provided by us to you) (in each case Published Colours) are accurate, we cannot warrant, represent, guarantee or otherwise assure you that the Published Colour that you see accurately portrays the true shade or texture of any colour of the Goods ordered or delivered. Published Colours may not be accurate due to a number of factors (for example, but not limited to, how a Published Colour appears to you may be affected by natural product variations, lighting, ink used in printing, materials on which the printing is done and the type, condition or settings of equipment used to view digital content You therefore agree to treat all Published Colours as being general guidance and information only and not to be relied upon to be the same as the shading or texture of the colour of actual ordered Goods delivered to you.

• Delivery, transfer of risk and title
  • We will contact you with an estimated delivery date, which we will notify to you at the time you place your order for the Goods (please note that delivery times may vary depending on a number of factors such as the suppliers or couriers we use and/or the size and/or complexity of the Goods ordered). Occasionally our delivery to you may be affected by an Uncontrolled Event (in which case see clause 12 for our responsibilities when this happens). Time for delivery or performance of any of our obligations shall not be of the essence for the purpose of the Contract.
  • Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order OR collected by you or a carrier organised by you to collect them from us (as applicable) and the Goods will be at your risk from that time. However:
    • It is your responsibility to ensure that the delivery location is accessible and safe for delivery of the Goods by or for us.
    • If the driver of the vehicle delivering the Goods in good faith considers the delivery location to be inaccessible or unsafe then the driver will notify us. We will then contact you to rearrange delivery at your cost (including, but not limited to, all reasonable cost of storage and insurance until re-delivery and the re-delivery cost).
    • The Goods will remain at your risk until delivered pursuant to any such redelivery attempt.
  • We reserve the right to Deliver the Goods by instalments.
  • Delays in delivery of the Goods shall not entitle you to: (i) refuse delivery, (ii) claim damages, or (iii) terminate the Contract.
  • You own the Goods once we have received payment in full for the Goods (including, but not limited to, all applicable delivery charges).
  • If Goods are delivered before we receive payment in full for those Goods, then, until ownership of the Goods passes to you under clause 6.5, you shall:
    • store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
    • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
    • notify us immediately if you become subject to the any of the events listed in clause 15.1(c) or 15.1(d); and
    • give us such information as we may reasonably require from time to time relating to: (i) the Goods, and (ii) your ongoing financial position.
  • You may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for them. However if you resell the Goods during that time, you do so as principal and not our agent, and title to those Goods shall pass immediately before the time at which resale by you occurs.
  • At any time before title in the Goods passed to you, we may (i) by notice in writing, terminate your right under clause 6.7 to resell the Goods or use them in the ordinary course of your business; and (ii) require you to deliver up all the Goods in your possession that have not been resold or irrevocably incorporated into another product, and if you fail to do so promptly, enter any of your premises or any premises of a third party where the relevant Goods are stored in order to recover them.
  • If you fail to take delivery within 30 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
• International delivery
  • We deliver to the Goods internationally however, there are restrictions on some Goods for certain International Delivery Destinations, so please review the information on that page carefully before ordering Goods. We reserve the right to refuse an order if (i) we are unable to or deliver the Goods to the country requested by you or (ii) we are prevented from or restricted to delivery the Goods to the country requested by you by statute, regulatory regime, government guidance or otherwise .
  • If you order Goods from our website for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
  • You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
  • You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.

• Price of goods and delivery charges
  • The prices of the Goods will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
  • Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
  • The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
  • The price of the Goods may not include our delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order and may vary depending on the size, quantity, destination or otherwise of your order.
  • We sell a large number of Goods through our website. It is always possible that, despite our reasonable efforts, some of the Goods on our website may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

• How to pay
  • Payment on Invoice
    • , You may pay for the Goods by selecting our invoicing option at the checkout.
    • Where you select the option under clause 9.1(a), we will raise an invoice for the Goods and all applicable delivery shall be payable by you in full and cleared funds to our nominated bank account within 30 days of receipt (with you remaining responsible for paying all currency conversation and bank transfer costs in full). If you fail to make payment within this period, we may (at our sole discretion) (i) exercise our right under clause 6.8 to recover the Goods or (ii) charge and be paid interest on the outstanding amount at a rate of 8% above the Bank of England’s base rate from time to time, such interest to accrue daily from the due date for payment until payment of the overdue sum, whether before or after judgment.
    • You may wish to issue a purchase order against an invoice raised under clause 9.1(b) for your own internal administrative purposes. Where this is the case, we will only need to see the purchase order number, and in any event our terms and conditions shall apply to your order for the Goods as set out in clause 3.4. If you do not raise a purchase order, this will not entitle you to refuse or withhold payment, and the payment terms in clause 9.1(b) shall still apply.
  • Card or Platform Payments on the Website.
    • You may pay for Goods and all applicable delivery charges using a debit card or credit card through the website. We accept the following cards: Visa, Mastercard, American Express, China UnionPay, and most debit cards.
    • Where you pay by using an accepted credit or debit card in accordance with  clause 9.2(a)  such  payment shall be supported by Stripe Payments UK, Ltd.  and is subject to the terms and conditions of the platform/application provider set out at https://stripe.com/en-gb/legal/end-users and the privacy policy set out at https://stripe.com/gb/privacy).Where you pay the Goods and all applicable delivery charges using a debit card or credit card, full payment shall be in advance of dispatch of Goods.
  • Dispatch Control

Irrespective of the method of payment, without prejudice to our other rights or remedies, we reserve the right not to dispatch the Goods until we receive full payment for them.

• Business Protection
  • Confidentiality

The parties will: (i) keep confidential the terms of the Contract, all disputes, settlements, communications or dealings between them concerning it and all information shared between the parties under it, and (ii) not disclose any such information to any third party – in each case for the duration of the Contract plus 60 months plus for as long as the law permits thereafter; however, this does not prevent disclosure of information to the minimum extent that the information: (i) has to be disclosed under the law (such as, but not limited to, having to comply with a court order), (ii) is disclosed to any employee, officer or adviser to comply with or enforce the Contract (provided they also keep it confidential on the terms of this clause 10.1), (iii) is already in the public domain through no breach of this clause 10.1 at the time the disclosing party wishes to disclose it, or (iv) is disclosed with the consent of all other parties to who have confidentiality rights over it.

• Data Protection
  • Data Protection Legislation means:
    • all applicable data protection and privacy legislation in force from time to time in the UK (including, but not limited to, (i) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”); (ii) the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder), (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), (iv) all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)); and
    • the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party concerning data protection or privacy in the UK.
  • You and we are each a controller of personal data (as in each case defined in the Data Protection Legislation) for the purposes of the Contract.
  • You and we will each, at its own respective expense, comply with its own obligations as controller under the Data Protection Legislation. We process personal data in accordance with our privacy policy set out at the following link: Privacy Policy.
  • You and we will each, at its own respective expense, provide reasonable assistance for the other party’s compliance with the Data Protection Legislation – in each case to the extent relevant to processing of data under or concerning the Contract.
  • If at any time you or we become a processor under the Data Protection Legislation for the other party, you and we will fully co-operate with each other to promptly agree and enter into a data processing agreement that is compliant with the Data Protection Legislation.
• Intellectual Property Rights
  • As between the you and us, all patents, trademarks, trade secrets, know-how copyright and all other intellectual property rights of any kind whatsoever in or concerning the following in respect of the territory of England and Wales and all other applicable territories worldwide (Relevant IPR):
    • Goods;
    • documents relating to the Goods; and
    • Published Content.
  • We retain all Relevant IPR.
  • You shall not reverse engineer, copy, duplicate, distribute, reproduce, or create derivative works based on the Goods documents relating to the Goods or Published Content – in each case without our express prior written consent.
  • You shall take all necessary measures to prevent any unauthorised use, disclosure, or copying of the Goods and/or documents relating to the Goods and/or Published Content.
• Remedies

Without prejudice to other rights and remedies, any breach of this clause 10 shall entitle us to seek legal remedies, including injunctive relief and damages.

• warranties for the goods
  • Manufacturer
    • Some of the Goods we sell to you may come with a manufacturer’s guarantee/warranty from a third party (it being accepted that we are not the manufacturer for any of the Goods ordered by you).
    • Please refer to the terms and conditions of the manufacturer’s guarantee provided with the Goods.
    • If Goods supplied to you are non-compliant with any such manufacturer’s guarantee/warranty we shall take commercially reasonable steps to co-operate with you for you to have the benefit of making a claim under that guarantee/warranty against the third party manufacturer (any such co-operation and claim being at your cost). However, we are not responsible for ensuring that the third party manufacturer complies with the terms of its guarantee/warranty.
  • Supplier
    • Subject to clauses 4 and 11.1 above, as well as clause 11.2(b) below, we warrant to you that on delivery (and for a period of [12] months from delivery (“Warranty Period”) the Goods shall in all material respects:
      • conform with their description in the applicable order for the Goods;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979; and
      • be fit for any purpose held out by us in all material respects.
    • We will not be liable for any defect or fault in or concerning the Goods, condition of the Goods or damage to the Goods or non-compliance with the warranty under clause 11.2(a) if:
      • you do not give notice to us in accordance with clause 11.2(c) (it being agreed that you will be deemed to have accepted the Goods if no such notice is given in respect of such Goods in accordance with clause 11.2(c)(i));
      • you make any further use of the Goods after giving notice to us in accordance with clause 11.2(c);
      • you make any use of the Goods beyond the initial use in respect of Goods which are single use only;
      • the defect, fault, condition, damage or non-compliance arises as a result of by you;
      • you alter or repair the Goods without our written consent;
      • the defect, fault, condition, damage or non-compliance arises when the Goods are at your risk (for example, without limitation, when the Goods are being stored under clause 7.2;
      • the defect, fault, condition, damage or non-compliance arises as a result of:
        • fair wear and tear and any consequential damage and/or deterioration of condition caused by ordinary use of the Goods;
        • wilful damage;
        • negligence (or failure to take all reasonable care);
        • abnormal storage or working conditions;
        • any act or omission of yours (to include, but not limited to, you or anyone acting for or with you in any capacity or role failing to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or accepted trade practices concerning the same);
        • us following any drawing, design or specification supplied to us by you or anyone acting with or for you in any capacity or role;
        • any Uncontrolled Event;
        • any combination of any of the above.
      • the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
      • the Goods are transported outside of the UK and/or used outside of the UK; or
      • any combination of any of the above applies.
    • You shall inspect the Goods promptly on them being delivered to you. The following applies in respect of any defect or fault in or concerning the Goods, condition of the Goods or damage to the Goods or non-compliance with the warranty under clause 11.2(a) being discovered by you within the Warranty Period:
      • You have 48 hours from delivery of the Goods to notify us in writing of any defect or fault in or concerning the Goods, condition of the Goods or damage to the Goods or non-compliance with the warranty under clause 11.2(a):
        • actually discovered by or for you within the said 48 hours; or
        • that could reasonably have been discovered by a visual inspection of the Goods with all due diligence, skill and care.
      • You have 48 hours from discovery within the Warranty Period of any defect or fault in or concerning the Goods, condition of the Goods or damage to the Goods or non-compliance with the warranty under clause 11.2(a) in the Goods that was present in the Goods at the time of delivery but manifests itself after delivery (a Latent Defect) to notify us in writing of any such Latent Defect.
    • If any notice is given to us under clause 11.2(c) you will ensure that:
      • we are given a reasonable opportunity of examining or testing the Goods; and
      • you return the Goods to us at your cost if we so request it.
    • Where we conclude that you are entitled to clause under clause 11.2(a) in respect of the Goods we will, at our option:
      • repair or replace the applicable Goods (or components/parts within the Goods); or
      • refund the price of the applicable Goods (or components/parts within the Goods).
    • Other Warranty Points
      • We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 11.2(a) to the extent set out in this clause 11.
      • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
      • These Terms also apply to any repaired or replacement Goods supplied by us to you (however, such repaired or replacement Goods shall only benefit from the outstanding period of the Warranty Period for the original Goods supplied).

• uncontrolled event
  • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any Uncontrolled Event: that is, any act or event beyond our (or our applicable subcontractors’ or suppliers’) reasonable control, whether or not known or anticipated before finally accepting an order or entering into a Contract – including, but not limited to, any:
    • act of God, natural disaster, or severe adverse weather conditions (to include, but not limited to, fires, floods, and storms);
    • riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism;
    • outbreak, continuance or development of any epidemic or pandemic in its original or mutated/varied form;
    • introduction of or change in any law or government sanction, prohibition, restriction or binding guidance or requirement;
    • shortage or unavailability of fuel or raw materials;
    • statement, act, or omission of any person other than us, a member of the same corporate group as us, or their respective sub-contractors, employees, or agents; or
    • any combination of the above.
  • If an Uncontrolled Event takes place that affects the performance of our obligations under the Contract:
    • we will contact you as soon as reasonably possible to notify you; and
    • our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Uncontrolled Event. Where the Uncontrolled Event affects our delivery of Goods to you, we will arrange a new delivery date with you after the Uncontrolled Event is over.
  • You or we may terminate the Contract affected by an Uncontrolled Event which has continued for more than 60 days. To terminate please contact us. If you opt to terminate, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

• Our liability: your attention is particularly drawn to this clause
  • References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
  • We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
  • Nothing in these Terms limits or excludes our liability for:
    • death or personal injury caused by our negligence;
    • fraud or fraudulent misrepresentation;
    • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
    • any other liability that cannot be limited or excluded by law.
  • Subject to clause 3, we will under no circumstances be liable under or concerning the Contract for any kind of:
    • any loss of profits, sales, business, or revenue;
    • loss or corruption of data, information or software;
    • loss of business opportunity;
    • loss of anticipated savings;
    • wasted expenditure;
    • loss of goodwill;
    • any punitive damages;
    • any pure economic loss or commercial loss;
    • any indirect or consequential loss; or
    • any combination of any of the above.
  • Subject to clause 13.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 125% of the price of the applicable Goods.
  • Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

• dispute resolution
  • Concern means any grievance, complaint, concern, or dispute whatsoever concerning or arising from the Contract (to include, but not limited, concerning, or arising from the conduct or performance of any party to the Contract).
  • Expert Nominating Body means any of the following in priority order (or any successor body from time to time in each case):
    • The Academy of Experts;
    • The Law Society of England and Wales;
    • The Institute of Chartered Accountants of England and Wales;
    • The International Chamber of Commerce (ICC) International Centre for Expertise; and
    • The courts of England and Wales;

IT BEING ACCEPTED that a nominating body in the above list can only be used if the nominating bodies higher up the list cannot or will not act as a nominating body for any reason.

• Subject to clause 11.2(c) and clause 11.2(d):
  • You will notify us of any Concern as soon as reasonably practicable (and, in any event, within thirty (30) days after you become aware (or should reasonably have been aware) of the same). If a Concern is not so notified it will be deemed fully and finally settled.
  • You and we will fully co-operate with each other (and act in good faith) in respect of each Concern, to reach a reasonable solution in a time and cost-efficient manner, taking into account the terms of the Contract. This includes, without limitation, the parties co-operating on a reasonable level of investigation and information sharing.
  • If a Concern remains unresolved for at least 30 (thirty) days, any party may apply to the Expert Nominating Body, to nominate and/or appoint a person to act as an expert concerning the Concern in accordance with the Contract (the “Expert”).
  • The cost for the application under clause 14.3 and the costs of the Expert will be paid by the party making the application (and if the other party (the “Overpayer”) pays such costs, the amount paid will be treated as an undisputed debt owed by the other party to the Overpayer to be paid within 5 (five) days of first written request).
  • The order of priority for the Expert in considering the Concern is: (1) mandatory requirements of the law, (2) anything confirmed or approved to the Expert by both parties expressly in writing; (3) the express written terms of the Agreement; and (4) other considerations.
  • The Expert may put in place and follow such policies, procedures, and processes for considering, dealing with, or reporting on the Concern as the Expert deems appropriate – in each case subject to this clause 14.
  • The Expert may request any information and/or documentation that the Expert deems appropriate for the resolution of the Concern, but only if the Expert is bound under the law or through contractual means to the parties to keep the information and/or documentation acquired by the Expert confidential on terms at least as onerous as the confidentiality obligations under the Contract that apply to the parties themselves.
  • Each party will in good faith co-operate with the Expert (and each other) for the Expert to fulfil their role in accordance with this clause 14.
  • The Expert’s findings and determinations once engaged will be binding to the extent approved in writing by you and us.
  • You or us may refer to an Expert’s finding and determinations in court for any litigation. If the Concerns becomes part of any litigation before the court and the court eventually makes a finding or determination that is substantially the same as the Expert then the party bringing the action to the court will pay 80% of the total legal costs of both parties concerning the litigation with the remaining 20% of such total legal costs shall be paid by the other party.
  • The above terms of this clause 14 apply without prejudice to a party’s right to commence legal proceedings to recover invoiced amounts due and payable to that party.

• Termination
  • Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
    • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
    • you fail to pay any amount due under the Contract on the due date for payment;
    • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
    • your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
  • Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
  • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

• Communications between us
  • When we refer to “in writing” in these Terms, this includes email.
  • Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
  • A notice or other communication is deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
    • if sent by email, at 9.00 am the next working day after transmission.
  • In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
  • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

• General
  • Governing law & jurisdiction: The laws of the England and Wales govern the Contract in all respects. The courts of England and Wales will have exclusive jurisdiction for any contractual or non-contractual dispute and/or litigation whatsoever concerning this Contract.
  • Variations or replacements: The Contract cannot be changed or replaced without the express prior written consent of all its parties.
  • Third parties: Any person who is not a party to this agreement (other than a party’s Affiliates for the purposes of clause 5) cannot enforce it under the Contract (Rights of Third Parties) Act 1999 as amended or replaced from time to time.  The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.
  • Waivers: Granting extra time to comply or a delay in enforcement is not to be treated as a waiver. A waiver is only valid and binding if made in writing.
  • Interpretation rules: The expressions “will” and “shall” have the same meaning as the expression “must”. Headings and subheadings used in the Contract are not part of the Contract and do not affect its interpretation.