1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
1. Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. Business Hours: the period from 8.30 am to 5.00 pm Monday to Thursday and 7.30 am to 4.00 pm on Friday.
3. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.8.
4. Confidential Information: any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
5. Contract: the contract between Supalite and the Customer for the sale and purchase of the Products in accordance with these Conditions.
6. Customer: the person or firm who purchases the Products from Supalite.
7. Customer Specification: any measurements, dimensions, drawings, plans or other information relating to the Products or the installation environment provided by or on behalf of the Customer.
8. Data Protection Law: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and 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.
9. Delivery Location: has the meaning given in clause 4.2.
10. Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
11. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, Trade Marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
12. Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).
13. Order: the Customer’s order for the Products as set out in the Customer’s written acceptance of Supalite’s quotation and Customer Specification.
Supalite Specification: any description of the Products as set out in the applicable brochure/catalogue or as otherwise provided to the Customer from time to time.
14. Supalite: Supalite Tiled Roof Systems Ltd (registered in England and Wales with company number 06930456).
15. Products: the products (or any part of them) ordered by the Customer as set out in the Order.
16. Trade Marks: the trademarks registeredand any further trademarks that Supalite may, by express notice in writing, permit, or procure permissions for, the Customer to use in respect of the Products.
17. Warranty Period: has the meaning given in clause 6.1.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(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 and includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax.
2. Basis of contract
2.1 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.
2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer must ensure that the terms of the Order and Customer Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Supalite issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.4 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by or on behalf of Supalite and any descriptions or illustrations contained in Supalite’s catalogues or brochures (whether digital or otherwise) and/or its website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Products given by Supalite shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
3. Products
3.1 The Products are made to measure using the measurements provided in the Customer Specification.
3.2 Supalite shall manufacturer and supply the Products in accordance the Customer Specification. Supalite shall be entitled to rely on the Customer Specification when manufacturing, configuring or supplying the Products.
3.3 The Customer acknowledges and agrees Supalite will not issue any refund or return for any Products manufactured in accordance with the Customer Specification where such Customer Specification is incorrect. Any changes to the Customer Specification requested after the Products have entered manufacture shall be subject to Supalite’s prior written agreement and, where accepted, shall be at the Customer’s sole cost and risk, including any additional costs, charges, delays or losses incurred by Supalite as a result.
3.4 The Customer is responsible for ensuring that the Products ordered are suitable for the structure or installation into which they are to be installed.
3.5 Where Supalite manufactures (or appoints a third party to manufacture) the Products in accordance with the Customer Specification, the Customer shall indemnify Supalite against all Losses incurred by Supalite as a result of any claim that Supalite’s use of the Customer Specification infringes the intellectual property rights of any third party. This clause 3.5 shall survive termination of the Contract.
3.6 Supalite reserves the right to amend the Supalite Specification if required by any applicable law or regulatory requirement, without providing prior notice to the Customer.
3.7 The Customer shall:
(a) ensure that the Products are installed strictly in accordance with Supalite’s then current installation instructions and any other guidance supplied by Supalite from time to time;
(b) ensure that all installation work is carried out by appropriately skilled and qualified personnel and in accordance with all applicable laws, regulations and building standards;
(c) not make or give any representations, warranties or other assurances in relation to the Products which are not expressly set out in Supalite’s written documentation supplied to the Customer for that purpose; and
(d) provide to end customers only such product literature and, where applicable, consumer warranty information as Supalite may supply or approve in writing from time to time.
4. Delivery
4.1 Supalite shall ensure that:
(a) each delivery of the Products is accompanied by a delivery note that shows the date of delivery, the order number, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
(b) it states on the delivery note if it requires the Customer to return any packaging materials, in which case the Customer shall make any such packaging materials available for collection at such times as Supalite shall reasonably request. Returns of packaging materials shall be at Supalite’s expense.
4.2 Supalite shall deliver the Products to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location). Any request by the Customer to change the Delivery Location after the Order has been accepted must be submitted in writing and received by Supalite no less than five Business Days prior to the scheduled delivery date. Acceptance of any such change shall be entirely at Supalite’s discretion. The Customer shall be responsible for any additional costs, charges or delays arising from or in connection with a change to the Delivery Location.
4.3 Delivery of the Products shall be completed on the arrival at the Delivery Location prior to the unloading of the Products at the Delivery Location.
4.4 The Customer shall ensure that the Delivery Location is fully accessible for delivery by Supalite’s chosen vehicle including any third-party courier. Deliveries of the Products are typically made by heavy goods vehicles (HGVs), and it is the Customer’s responsibility to ensure that adequate and safe access is available for such vehicles.
4.5 The Customer shall notify Supalite in writing, prior to the scheduled delivery date, if there is inadequate, restricted or unsafe access to the Delivery Location. If Supalite or its chosen third-party courier is unable to access the Delivery Location due to inadequate access or other restrictions at the site, Supalite or its third-party courier may deliver the Products to the nearest accessible location. In such circumstances, the Customer shall be responsible for unloading the Products from the vehicle at that location, which shall be deemed to be the Delivery Location for the purposes of the Contract.
4.6 The Customer shall ensure that at least two competent personnel are present at the time of delivery to safely unload the Products. Subject to clause 12, the Customer shall be solely responsible for any loss, damage or injury arising from or connected with the unloading of the Products at the Delivery Location (or any alternative location deemed to be the Delivery Location under this Contract), including any injury to the Customer’s employees, agents, contractors or any third parties.
4.7 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.8 If Supalite fails to deliver the Products on the agreed delivery date, Supalite shall use reasonable endeavours to deliver the Products as soon as reasonably practicable thereafter. Supalite shall not be liable for any loss, including any indirect or consequential loss, arising from such delay.
4.9 If Supalite fails to deliver the Products at all, Supalite’s liability shall be limited to the costs and expenses reasonably incurred by the Customer in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Products.
4.10 Supalite shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide Supalite with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.11 Subject to clause 5, if the Customer fails to take delivery of the Products within three Business Days of Supalite notifying the Customer that the Products are ready for delivery, then, except where such failure is caused by a Force Majeure Event or Supalite’s failure to comply with its obligations under the Contract in respect of the Products:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Supalite notified the Customer that the Products were ready; and
(b) Supalite shall store the Products until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).
4.12 If ten Business Days after the date on which Supalite notified the Customer that the Products were ready for delivery the Customer has not taken actual delivery of them, Supalite can charge in full for the Products.
4.13 If Supalite delivers up to and including 20% more or less than the quantity of Products ordered the Customer may not reject them, but on receipt of notice in writing from the Customer that the wrong quantity of Products was delivered, Supalite shall make a pro rata adjustment to the invoice for the Products.
4.14 Supalite may deliver the Products by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Inspection and Acceptance
5.1 The Customer shall inspect the Products as soon as reasonably practicable following delivery.
5.2 The Customer shall notify Supalite in writing within three Business Days of delivery of:
(a) any shortage in quantity of the Products; or
(b) any damage to or visible defect in the Products.
5.3 Any notice given under clause 5.2 must include reasonable details of the alleged shortage, damage or defect.
5.4 If the Customer fails to give notice in accordance with clause 5.2, the Products shall be deemed to have been accepted and to be in accordance with the Contract.
5.5 The Customer shall not be entitled to reject the Products if:
(a) the Products have been installed, used, cut, modified or processed; or
(b) the alleged defect would have been apparent on reasonable inspection at the time of delivery.
5.6 Where the Customer validly notifies Supalite of damage, shortage or visible defect in accordance with this clause, Supalite may at its option:
(a) replace the affected Products; or
(b) refund the price of the affected Products.
This shall be the Customer’s sole and exclusive remedy in respect of such damage, shortage or defect.
6. Quality
6.1 Supalite warrants that on delivery, and for a period of 10 years from the date of delivery (Warranty Period), the Products shall:
(a) conform in all material respects with Supalite’s Specification; and
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by Supalite.
6.2 Supalite warrants that, as at the date of delivery, the Products are designed to meet the mandatory product and building regulation requirements expressly stated in the Supalite Specification when properly installed in accordance with Supalite’s installation instructions.
6.3 The Customer is responsible for:
(a) ensuring that the structure or installation environment into which the Products are to be installed is suitable for the Products and complies with all applicable laws, regulations and building standards; and
(b) obtaining and maintaining all necessary consents, approvals and inspections (including any required building control and planning approvals) in relation to the installation and use of the Products,
and the Customer shall indemnify Supalite against all Losses arising out of or in connection with any failure by the Customer to comply with this clause 6.3.
6.4 Subject to clause 6.5, if:
(a) during the Warranty Period, the Customer gives notice in writing to Supalite within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 6.1;
(b) Supalite is given a reasonable opportunity of examining such Products; and
(c) the Customer (if asked to do so by Supalite) returns such Products to Supalite’s place of business at the Customer’s cost,
Supalite shall, at its option and to the extent that it agrees that such Products do not comply with the warranty set out in clause 6.1, repair or replace the defective Products, or refund the price of the defective Products in full.
6.5 Supalite shall not be liable for the Products’ failure to comply with the warranty set out in clause 6.1 if:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow Supalite’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of Supalite following the Customer’s Specification;
(d) the Customer alters or repairs such Products without the written consent of Supalite;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Products differ from the Customer Specification and Supalite Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.6 Except as provided in this clause 6, Supalite shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 6.1.
6.7 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.
6.8 These Conditions shall apply to any repaired or replacement Products supplied by Supalite.
7. Title and risk
7.1 The risk in the Products shall pass to the Customer on arrival of the Products at the Delivery Location.
7.2 Title to the Products shall not pass to the Customer until Supalite receives payment in full (in cash or cleared funds) for the Products and any other goods or services set out in the Order that Supalite has supplied to the Customer.
7.3 Until title to the Products has passed to the Customer, the Customer shall:
(a) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Supalite’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Supalite immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and
(e) give Supalite such information as Supalite may reasonably require from time to time relating to:
(i)the Products; and
(ii)the Customer’s ongoing financial position.
7.4 Subject to clause 7.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Supalite receives payment for the Products. However, if the Customer resells the Products before that time:
(a) it does so as principal and not as Supalite’s agent; and
(b) title to the Products shall pass from Supalite to the Customer immediately before the time at which resale by the Customer occurs.
7.5 At any time before title to the Products passes to the Customer, Supalite may:
(a) by notice in writing to the Customer, terminate the Customer’s right under clause 7.4 to resell the Products or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Products in its possession and control 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 Products are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by Supalite.
8. Price and payment
8.1 The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in Supalite’s published price list in force as at the date of delivery.
8.2 Supalite may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond Supalite’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Customer Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving Supalite adequate or accurate information or instructions.
8.3 The price of the Products:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Supalite at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
8.4 Supalite may invoice the Customer for the Products on or at any time after the completion of delivery pursuant to clause 4.3
8.5 Supalite may, in its absolute discretion, grant the Customer credit facilities, the Customer shall ensure that all amounts owing to Supalite remain within the credit limit notified to the Customer from time to time (the Credit Limit). The Customer acknowledges that Supalite may determine, review or amend the Credit Limit at its sole discretion, acting reasonably and having regard to the Customer’s payment history and financial position.
8.6 Supalite shall have no obligation to dispatch, release or make available any Products (including under accepted or confirmed Orders) where:
(a) the Customer’s outstanding balance exceeds the Credit Limit;
(b) the dispatch of further Products would cause the Customer outstanding balance to exceed the Credit Limit; or
(c) any invoice issued by Supalite is overdue, whether or not disputed.
8.7 Supalite may refuse partial or full dispatch without liability, penalty, or breach of this Contract.
8.8 If the Customer exceeds, or Supalite reasonably considers it is likely to exceed the Credit Limit, Supalite may, without liability, immediately suspend all further deliveries (including Orders already placed) until:
(a) the Customer has paid sufficient amounts to bring its outstanding balance within the Credit Limit; and
(b) all overdue invoices have been paid in full and cleared funds.
8.9 Supalite may, acting reasonably, amend, suspend or withdraw any credit terms or the Credit Limit at any time on written notice. Following withdrawal or suspension, Supalite may require the Customer to pay for all future orders in advance.
8.10 Supalite shall not be liable for any losses, costs or damages arising from any amendment, suspension or withdrawal of credit terms.
8.11 Supalite shall have no liability for any delay, non-delivery or failure to perform where such delay, non-delivery or failure arises (in whole or in part) from the Customer:
(a) exceeding the Credit Limit;
(b) failing to pay any amount when due; or
(c) being subject to suspension of supply under this Contract.
8.12 Upon request, the Customer shall promptly provide Supalite with financial statements, credit references, or other information Supalite reasonably requires to assess or continue any credit facility.
8.13 The Customer shall pay each invoice submitted by Supalite:
(a) where payment is required in advance of the Products being manufactured or delivered, Supalite will notify the Customer of the specific payment terms when a Customer account is opened with Supalite or as otherwise communicated in writing by Supalite from time to time. Supalite reserves the right to vary such payment terms on written notice to the Customer; or
(b) where SupaLite has agreed to provide the Customer with credit facilities, within the credit period notified by SupaLite to the Customer in writing which unless otherwise agreed shall be 30 days from the end of the calendar month in which the invoice is dated; and
(c) in full and cleared funds to a bank account nominated in writing by SupaLite, and
time for payment shall be of the essence of the Contract.
8.14 If the Customer fails to make a payment due to SupaLite under the Contract by the due date, then without limiting SupaLite’s remedies under clause 12, 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 8.14 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%.
8.15 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).
9. Intellectual Property
9.1 All Intellectual Property Rights in or arising out of or in connection with the Products (including their design, composition, configuration and any associated systems, drawings or technical information) shall remain vested in SupaLite or its licensors. Nothing in this Contract shall operate to transfer any Intellectual Property Rights in the Products to the Customer.
9.2 The Customer is granted a limited, non-exclusive and non-transferable right to use the Products solely for the purpose of installing them in the ordinary course of the Customer’s business.
9.3 The Customer shall not, and shall not permit any third party to:
(a) copy, reproduce or manufacture products based on the Products or their design;
(b) modify, adapt or create derivative works from the Products;
(c) reverse engineer, disassemble or otherwise attempt to derive the composition, structure or design of the Products; or
(d) remove, obscure or alter any proprietary markings on the Products.
This clause shall apply except to the extent such activities cannot lawfully be prohibited.
9.4 The Customer shall not manufacture, procure the manufacture of, or assist any third party to manufacture products based on or derived from the Products or any system supplied by SupaLite.
9.5 All drawings, specifications, installation guides, technical information and other documentation supplied by SupaLite remain the property of SupaLite. The Customer shall use such documentation solely for the purpose of installing the Products and shall not copy, disclose or provide such documentation to any third party except as reasonably necessary for installation of the Products.
9.6 All Trade Marks used in connection with the Products remain the property of SupaLite or its licensors.
9.7 The Customer shall not remove, obscure or alter any Trade Marks appearing on the Products, their packaging or associated documentation.
9.8 The Customer shall not register, or attempt to register, any trade mark, business name or domain name that is identical or confusingly similar to the Trade Marks.
9.9 The Intellectual Property Rights in the Customer Specification shall remain the property of the Customer or its licensors. The Customer grants to SupaLite a non-exclusive, royalty-free licence (including the right to grant sub-licences to its subcontractors) to use the Customer Specification solely for the purpose of manufacturing and supplying the Products under this Contract.
10. Data Protection
10.1 SupaLite and the Customer shall comply with all applicable requirements of Data Protection Law. If it becomes apparent that any Personal Data will be processed in connection with this Contract both SupaLite and the Customer shall, prior to any such processing, enter into an appropriate data protection agreement or addendum that complies with Data Protection Law. No Party shall process Personal Data under this Contract until such agreement or addendum has been executed.
10.2 SupaLite and the Customer shall act as an independent controller of the Personal Data it processes under this Contract. Nothing in this Contract creates a joint controller or controller–processor relationship.
11. Limitation of liability
11.1 The limits and exclusions in this clause 11 reflect the insurance cover SupaLite has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
11.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;
(e) any liability that cannot legally be limited; or
(f) the Customer’s payment obligations under the Contract.
11.4 Subject to clause 11.3, SupaLite’s total liability arising out of or in connection with the Contract shall not exceed 100% of the price of the Products to which the claim relates.
11.5 Subject to clause 11.3, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
11.6 This clause 11 shall survive termination of the Contract.
12. Termination
12.1 Without limiting its other rights or remedies, SupaLite may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such breach is capable of remedy) fails to remedy that breach within 14 days of it being notified in writing to do so;
(b) the Customer 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 or administrator 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;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that, in SupaLite’s reasonable opinion, the Customer’s ability to fulfil its obligations under the Contract is in jeopardy.
12.2 Without limiting its other rights or remedies, SupaLite may suspend the supply of the Products under the Contract or any other contract between the Customer and SupaLite if the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or SupaLite reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3 Without limiting its other rights or remedies, SupaLite 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.
12.4 On termination of the Contract for any reason the Customer shall immediately pay to SupaLite all of SupaLite’s unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, SupaLite shall submit an invoice, which the Customer shall pay immediately on receipt.
12.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. Force majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event.
14. General
14.1 SupaLite 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 without providing prior written notice to the Customer.
14.2 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.
14.3 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract with the exception of Confidential Information that is a trade secret of the disclosing party which shall survive until such information ceases to be a trade secret, disclose to any person any Confidential Information except as permitted by clause 14.4.
14.4 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors 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, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 14.4 and clause 14.5; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.5 Neither party may use the 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.
14.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Contract are granted to the other party, or to be implied from this Contract.
14.7 The Contract constitutes the entire agreement between the parties and each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.8 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.9 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy and a delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
14.10 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 14.10, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.11 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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 email to the following addresses (or an address substituted in writing by the party to be served):
(i) SupaLite: [email protected] or an email address notified by SupaLite from time to time; and
(ii) Customer: at the email address used by the Customer to place the Order or otherwise notified by the Customer to SupaLite for the purposes of the Contract.
(c) 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 email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
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.
14.12 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.
14.13 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 and 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.
