STANDARD TERMS AND CONDITIONS OF SALE
1INTERPRETATION
In these Conditions:
‘Company’ means UK Pultrusions Ltd (registered in England under company number 15721477), with registered office and place of trading at 7 St John Street, Mansfield, Nottinghamshire, NG18 1QH and any subsidiary or associated companies (as defined by the Companies Act 2006);
‘Customer’ means the person whose order for the Goods is accepted by the Company or who is recited as the Customer in the Contract;
‘Goods’ means the goods (including any instalment of the Goods or any parts for them) specified in the Contract and or which the Company is to supply in accordance with these Conditions;
‘Conditions’ means the standard terms and conditions of sale and supply of the Goods set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;
‘Contract’ means the contract (whether written or oral) for the purchase and sale of the Goods or any part thereof between the Customer and the Company and is not assignable without the consent in writing of the Company;
‘Writing’ includes email or facsimile transmission.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The Company shall sell or provide the Goods in accordance with the Conditions which shall govern the Contract to the exclusion of any other terms and conditions of the Customer or otherwise and shall supersede any earlier sets of trading conditions issued by the Company.
2.2 The Company’s quotations are valid only for the period stated on them or (when no period is given) for 30 days from the date of issue unless withdrawn by the Company before that date.
2.3 The Company’s quotations include only the items and work specified in them.
2.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Customer acknowledges that it does not rely on (and waives any claim for breach of) any such representations which are not so confirmed.
2.5 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Company, is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical clerical or other error or omission in any sales literature quotations price list acceptance of offer invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative. Orders are only accepted subject to the Company receiving any necessary licence to purchase or to use the Goods or material specified in the order and to the Company being able to obtain such Goods.
3.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any and all necessary information relating to the Goods within a sufficient time to enable the Company to perform the contract in accordance with its terms.
3.3 The quantity nature, quality and description of any specification for the Goods shall be those set out in the Company’s quotation or the Customer’s order (if accepted by the Company).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, which results from the Company’s use of the Customer’s specification.
3.5 The Company reserves the right to make any changes in the provision of the Goods, which are required to conform with any applicable safety or other statutory requirements and which does not materially affect their quality or performance. Unless specified otherwise in Writing, the Company’s drawings, weights, dimensions, specifications and other descriptions of Goods are approximate only and do not form part of the Contract.
3.6 All specifications, drawings, technical, descriptions and other material or information supplied to the Customer by the Company or relating in any way to the Goods or the services are confidential and protected by copyright and treaties throughout the world. No such material or information shall be disclosed to any third party without the Company’s prior written consent.
3.7 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as the result of cancellation. Goods returned without the Company’s consent will not be not accepted for credit and will be stored by the Company at the Customer’s risk and cost.
4 PRICE OF THE GOODS
4.1 The price of the Goods shall be either (a) the price of the Goods as specified in the Contract; or (b) if no price is specified, then the price listed in the Company's published price list current at the date of acceptance of the Customer's order.
4.2 The Company reserves the right by giving notice in Writing to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company, which is due to any factor beyond the control of the Company such as (without limitation):
4.2.1 any foreign exchange fluctuation, currency regulation or alteration of duties;
4.2.2 increase in the costs of labour materials or the costs of manufacture;
4.2.3 any change in delivery dates, quantities or specifications for the Goods, which is requested by the Customer;
4.2.4 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions provided that the Customer may by counter notice (within whichever is the lesser of either 5 workings days of such notice or delivery of the Goods or any part of them) cancel the order for such part or parts of the Goods as are subject to such increase.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company and unless otherwise agreed in Writing between the Customer and the Company, all prices for the Goods are given by the Company on an ex works basis (Incoterms 2000) and where the Company agrees to deliver the goods otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.
4.4 All prices are (unless specifically stated) exclusive of any applicable value added tax which the Customer shall be additionally liable to pay to the Company, and which will be charged at the rate in force at the date of the applicable tax point.
4.5 The Customer authorises the Company to carry out and charge for incidental work in addition to that described in any order or quotation or acknowledgement forming part of the Contract, where it is reasonably necessary or prudent to do so in order to comply with the Customer’s order and instructions, and to supply such parts or materials as are reasonably required for such incidental work.
4.6 If included in the quotation and if applicable, freight and insurance charges will be based on the Company’s quotation but may be varied (without any requirement for the Company to notify the Customer) in accordance with the rates ruling at the time of dispatch. Any such rate chargeable at that time will be payable by the Customer.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time prior to or after delivery of the Goods.
5.2 The Customer shall pay the price (or any balance owing) on the Goods in full (less any discount to which the Customer is entitled but without any other deduction) either within 30 days End of Month of the Company’s invoice notwithstanding that delivery of the Goods may not have taken place or upon delivery or collection of the Goods (whichever is the earlier). The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 Payment shall be in Sterling telegraphic or direct transfer or legal tender.
5.4 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries to the Customer; and
5.4.2 appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation or instruction given by the Customer in respect of such payment); and
5.4.3 charge the Customer interest from the date of invoice (both before and after any judgement) on the amount unpaid, at the rate of 4 per cent per annum above National Westminster Bank plc base rate from time to time until payment in full is made (this right being exercisable without prejudice to any other right of the Company). The Company reserves the right to claim statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
5.4.4 charge the Customer the cost (on a full recovery basis) of all legal fees incurred in the recovery or attempted recovery of sums due hereunder and all bank charges payable on cheques presented but not honoured.
6.1 Unless otherwise agreed in Writing, the Customer shall collect the Goods from the Company’s premises and delivery shall be deemed to have been effected when the Company has notified the Customer that the Goods are ready for collection.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in Writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer. The Customer shall have no right to terminate the Contract by reason of any such delay or amendment as aforesaid.
6.3 Where the Goods are to be delivered or performed in instalments each delivery shall constitute a separate contract and failure by the Company to deliver or perform any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4 If the Company fails to deliver the Goods or there is a shortfall in the Goods delivered for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault and the Company (subject to those conditions) is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods, and where there is a shortfall as aforesaid, subject to the Customer giving notice to the Company in Writing of the shortfall within 2 days of the date when the Goods are deemed to have been delivered.
6.5 If the Customer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then (without prejudice to any other right or remedy available to the Company) the Company may:
6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6.6 Subject to condition, where the Company is responsible for delivery to the Customer’s premises, the Company will at its option, refund the cost of or replace free of charge any Goods lost or damaged in transit and deliver them to the place stated for delivery in the Company’s acknowledgement of order subject to:
6.6.1 the Company (and the carrier if applicable) being given notice in Writing of such loss or damage within the time required by the carrier’s conditions of carriage (a copy of the carrier’s conditions of carriage are available on request);
6.6.2 where delivery is made by the Company’s own transport, notice in Writing being sent to the Company within three days of receipt of the Goods or of the day when such Goods would have been reasonably likely to have arrived (had they or part thereof not been lost);
6.6.3 (if requested by the Company) the return (carriage paid by the Customer) of any such damaged Goods or part thereof to such place as the Company may reasonably determine.
6.7 Nothing in condition 6.6 shall make the Company liable for the repair or replacement of Goods lost or damaged in transit where the Customer is responsible for insuring the Goods during transit. Where the replacement or repair cost of such Goods exceeds the amount which would be recovered from such carrier (“Excess Goods”), the Company may in its sole discretion repair or replace such Excess Goods, subject to the Customer indemnifying the Company against the cost of doing so.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Customer:
7.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery (unless the Customer is responsible for insuring the Goods during transit, in which case the risk shall pass when the Goods are made available for collection by the carrier); or
7.1.3 if the Goods are to be delivered as referred to in condition 7.1.2 above and the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
7.2 Property in the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to the Company in respect of:
7.2.1 the Goods; and
7.2.2 all other sums which are or which become due to the Company from the Customer on any account.
7.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
7.3.1 hold the Goods (and any documents of title relating to them) on a fiduciary basis as the Company's bailee;
7.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
7.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
7.4.1 any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
7.4.2 any such sale shall be a sale of the Company's property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
7.5 The Customer’s right to possession of the Goods shall terminate immediately (and all sums due by the Customer to the Company shall become immediately payable) if:
7.5.1 the Customer’s has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
7.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
7.5.3 the Customer encumbers or in any way charges any of the Goods.
7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
7.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them. The Customer shall indemnify the Company against any claim for costs and/or for damages howsoever arising from the exercise by the Company of its right and/or licence as provided in this condition 7.7.
7.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
7.9 If the provisions of condition 7.5 apply, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract or be forthwith discharged from performing any of its obligations to the Customer hereunder then subsisting without any liability to the Customer.
7.10 On termination of the Contract, howsoever caused, the Company's (but not the Customer’s) rights contained in this condition 7 shall remain in effect.
8 WARRANTIES AND LIABILITY WARNING: THE GOODS ARE INTENDED FOR SALE TO INDUSTRIAL AND COMMERCIAL CUSTOMERS. CARE SHOULD BE TAKEN IN THE USE HANDLING AND APPLICATION OF THE GOODS. ALL USER INSTRUCTIONS SHOULD BE NOTED.
8.1 Subject to the conditions set out below the Company warrants that the Goods will correspond with their specification at the time of delivery or collection or performance of the Contract.
8.2 Any samples or shade cards supplied to the Customer shall be accepted by the Customer as supplied solely for information purposes and as in no way importing any express or implied conditions or warranties as to quality description colour fitness or merchantable quality of Goods subsequently delivered.
8.3 The Company shall be under no liability under the warranty in condition 8.1 (or any other warranty, condition or guarantee):
8.3.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;
8.3.2 in respect of any defect arising: from fair wear and tear, wilful damage, negligence, abnormal working condition, further use of the Goods once a fault has been discovered, failure to follow the Company’s instructions (whether oral or in Writing) in respect of the storage and use of the Goods, misuse of the Goods, repair of the Goods without the Company’s approval in Writing, alteration or processing of the Goods by either the Customer or the installer or ultimate consumer other than in the ordinary course of installation or in ordinary use;
8.3.3 if the Company or manufacturer’s trade mark or serial number (if any) has been removed defaced or altered;
8.3.4 if the Customer fails to notify the Company in Writing of a defect in the Goods within fourteen days of its occurrence;
8.3.5 if the total price for the Goods has not been paid by the due date for payment.
8.4 The warranty in condition 8.1:
8.4.1 does not extend to materials not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company and which is capable of assignment;
8.4.2 does not apply to damage sustained in transit save as specifically provided.
8.5 The Customer is responsible for satisfying itself as to the capacity and performance of Goods ordered by the Customer being sufficient and suitable for the Customer’s purpose.
8.6 Subject as expressly provided in these Conditions and except where the Goods are sold or (where relevant) any services are provided in the circumstances referred to in condition 8.7 below, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.7 Where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act l977) the statutory rights of the Customer are not affected by these Conditions. Advice about the legal rights of a consumer is available from any local Citizens' Advice Bureau or trading standards office.
8.8 Subject to conditions 8.2 to 8.7 (inclusive) and condition 8.11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
8.8.1 any breach of these Conditions;
8.8.2 any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
8.8.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.9 Nothing in these Conditions excludes or limits the liability of the Company:
8.9.1 for death or personal injury caused by the Company's negligence; or
8.9.2 under section 2(3), Consumer Protection Act 1987; or
8.9.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
8.9.4 for fraud or fraudulent misrepresentation.
8.10 Subject to conditions 8.4 to 8.7 (inclusive) and condition 8.11:
8.10.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
8.10.2 the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8.11 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Company’s obligations in relation to the Goods if the delay for failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s reasonable control:
8.11.1 Act of God explosion flood tempest fire or accident;
8.11.2 war or threat of war sabotage insurrection civil disturbance or requisition;
8.12 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
8.12.1 import or export regulations or embargoes;
8.12.2 strikes lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
8.12.3 difficulties in obtaining raw materials labour fuel parts of machinery;
8.12.4 power failure or breakdown in machinery.
8.13 Goods subject to claims shall not be returned nor will be accepted by the Company without its consent in Writing.
9 INDEMNITY
9.1 Subject to the provisions of condition 3.4 and condition 10.3 if any claim is made against the Customer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Company shall indemnify the Customer against all loss damages costs and expenses awarded against or incurred by the Customer in connection with the claim or paid or agreed to be paid by the Customer in settlement of the claim provided that:
9.2 the Company is given full control of any proceedings or negotiations in connection with any such claim;
9.3 the Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotiations;
9.4 the Customer shall not pay or accept any such claim or compromise any such proceeding without the consent of the Company (which shall not be unreasonably withheld);
9.5 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);
9.6 the Company shall be entitled to the benefit of (and the Customer shall accordingly account to the Company for) all damages and costs (if any) awarded in favour of the Customer which are payable by or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
9.7 without prejudice to any duty of the Customer at common law the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Company is liable to indemnify the Customer under this condition 9.
10 EXPORT TERMS
10.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom the provisions of this condition 10 shall (subject to any special terms agreed in Writing between the Customer and the Company) apply notwithstanding any other provision of these Conditions.
10.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
10.4 Subject to the provisions of condition 6.6, where the Company is responsible for delivery unless otherwise agreed in Writing between the Customer and the Company, the Goods shall be delivered F.O.B. the air or sea port of shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act l979 or any amendment thereto.
10.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.
10.6 Payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in the United Kingdom acceptable to the Company or, if the Company has agreed (in Writing) on or before acceptance of the Customer’s order to waive this requirement, payment may be made by acceptance by the Customer and delivery to the Company of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Company at such branch of National Westminster Bank in England as may be specified in the bill of exchange.
10.7 The Company will not be responsible for loss damage or deterioration sustained from any cause whatsoever of Goods for shipment abroad beyond either the point of shipment, or after Goods have been accepted on behalf of the Customer or by his agent in this country (as the case may be), nor will the Company (unless specifically requested in Writing) insure the Goods or any part thereof against any loss or risk.
11 GENERAL
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Company of any breach of the Contract or the Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company.
11.4 Without prejudice to any other rights hereunder the Company shall have a general lien on all Goods or materials in its possession, custody or control, for all sums overdue at any time from the Customer and shall be entitled to sell or dispose of Goods or materials as agents for and at the expense of the Customer, and apply the proceeds in or towards the payment of such sums on 28 days notice in Writing to the Customer. Upon accounting to the Customer for any balance remaining after disposal, the Company shall be discharged of any liability whatsoever in respect of the Goods or materials. In cases where Goods or materials are liable to deteriorate, the Company’s right to sell or dispose of the same shall arise immediately upon any sum becoming due to the Company subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention of selling or disposing of the Goods or materials before doing so.
11.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.6 Any dispute arising under or in connection with these Conditions for the supply of the Goods or services (where relevant) shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society of England and Wales in accordance with the rules of the Arbitration Act 1996.
11.7 No person other than a party to the Contract shall have any rights to enforce any term of the Contract.
11.8 The obligations imposed on the Customer by these Conditions shall survive termination of the Contract.
12 LEGAL CONSTRUCTION
12.1 These Conditions and any and all Contracts and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
12.2 The parties irrevocably agree, for the sole benefit of the Company that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Conditions and any and all Contracts or their subject matter or formation (including non-contractual claims). Nothing in this condition shall limit the right of the Company to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
12.3 If the Customer is situated outside of the United Kingdom, it shall irrevocably appoint an agent to receive on its behalf in England or Wales service of any proceedings under condition 12.2 above, and shall provide details in Writing of such agent to the Company. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Customer) and shall be valid until such time as the Company has received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Customer shall forthwith appoint a substitute acceptable to the Company and deliver to the Company the new agent’s name, address and fax number within England and Wales.
12.4 Each party irrevocably consents to any process in any legal action or proceedings under condition 12.2 above being served on it in accordance with the provisions of these Conditions relating to service of notices (except for service by email). Nothing contained in these Conditions shall affect the right to serve process in any other manner permitted by law