GFD Trading Limited t/a Trade Village (2016 version)
In these Terms and Conditions of Sale, 'Cash’ includes cash, cheques, credit or debit cards and any other form of payment approved by the Company; 'The Company' means GFD Trading Limited t/a The Trade Village' The Customer’ means the person, firm or company who enters into the contract to purchase Goods; 'The Goods’ means the goods and services which the Company is to supply to the Customer.
Any contract made with the Company is subject to these terms unless these terms are excluded or varied by express written agreement made by the Company & Customer. In particular the Customer shall offer to order the goods from the Company upon these terms and any conflicting terms of business of the Customer shall have no effect.
2.1 The price of the Products shall be as stated in the Company’s Order confirmation.
2.2 The Company reserves the right by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the costs to the Company which is due to (i) any factor beyond the control of the Company including but not limited to increases in the cost of raw materials; (ii) any request by the Customer to change the delivery date(s), quantities or types of Products ordered or the Products Specification; or (iii) any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Products.
2.3 All prices are unless otherwise stated the factory ex works price.
2.4 All prices are exclusive of any applicable VAT, which the Customer is liable to pay to the Company.
3.1 Subject to the prior written agreement of the Company in writing, orders for United Kingdom Customers are accepted if :- (a) cash is sent with the order; or (b) payment by credit or debit card
Note all payments must be made in full prior to commencement of manufacture of the order.
3.2The method of payment for overseas Customers will be agreed by the Company in writing prior to confirmation of the order.
3.3 Credit Accounts are opened subject to approval of references and at the sole discretion of the Company. The Company will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. The Company may also make enquiries about the Customer’s directors and or owners of the Customer’s business with a credit reference agency. The Company will monitor and record information relating to the Customer’s trade credit performance and such records will be made available to other organisations to assess applications for credit.
3.4 For Customers without accounts, unless otherwise agreed by the Company in writing, payment shall be made (without deduction, withholding or set-off) immediately on receipt of the Order confirmation. If, notwithstanding this Condition 3.4, any default, deduction or set-off is made in the payment of any one invoice these credit terms shall cease to apply and the Customer will become immediately liable for all sums outstanding.
3.5 For Customers with Company accounts, the Company shall be entitled to submit its invoice with its delivery advice note or at any time thereafter save that where delivery has been postponed at the request of, or by the default of, the Customer then the Company may submit its invoice at any time after the Products are ready for delivery or would have been ready for delivery or would have been ready in the ordinary course but for the request or default as aforesaid.
3.6 These credit terms may be withdrawn or amended at the discretion of the Company at any time and without notice to the Customer.
3.7 Where Products are delivered by instalments the Company may invoice each instalment separately in accordance with Conditions 3.4 and 3.5 above, and the Customer shall pay invoices in accordance with these Conditions.
3.8 No disputes arising under the Contract, nor any delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.
3.9 The time for payment of the Products or any instalment shall be of the essence. In the event of default in payment by the Customer the Company shall be entitled, without prejudice to any other right or remedy, to suspend all further deliveries on any Contract or contracts between the Company and the Customer without notice and the Company reserves the right to claim interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 after as well as before judgment until payment in full is made.
3.10 Any credit terms extended by the Company shall cease on any change in the legal status of the Customer. Any change in the legal status of a Customer must be notified to the Company in writing signed by a Director or Proprietor. Credit terms will only be reinstated by the Company following such a change at the Company’s sole discretion and confirmed by the Company in writing signed by an authorised representative of the Company
All quotations are made and all orders are accepted subject to the following conditions;
4.1Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof and may be withdrawn by the Company within such period at any time by written or verbal notice
4.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. No Order shall be accepted until the Company has issued an acknowledgement of Order. This shall constitute acceptance by the Customer both of these Conditions and of the Contract price.
Where a product is ordered “online” the customer will automatically be issued by “e” mail with an “Order Acknowledgement” detailing the full specification of the requested order. The customer, should he consider that any details are incorrect is required to notify the Company of such errors by e mail within 24 hours whereupon the customer will be issued with a revised “Order Acknowledgement” with corrected details. Should the customer not notify the Company of any errors in the “Order Acknowledgment” the product shall be manufactured in accordance with the details held by the Company.
Should the product be ordered by means other than “Online” i.e. via telephone or alternative written instruction the company will manually produce and issue by “e” mail an “Order Acknowledgement” detailing the full specification of the requested product .The customer, should he consider that any details are incorrect is required to notify the Company of such errors by e mail within 24 hours whereupon the customer will be issued with a revised “Order Acknowledgement” with corrected details. Should the customer not notify the Company of any errors in the “Order Acknowledgment” the product shall be manufactured in accordance with the details held by the Company
4.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. 4.4 Where required by the Company, the Customer shall procure that a Personal Guarantee is provided.
5.1 If, after the date of the Contract and before the date of delivery of the Products, improvements are made in the design or specification of the product the Company may incorporate such improvements in the product sold to the Customer provided that: (i) the performance and quality of the altered Products are at least equal to those of the Products Ordered; (ii) no price variation is made except with the Customer’s consent; and (c) delivery is not unreasonably delayed.
5.2 The Company shall not be obliged to make any alteration to the Products Ordered whether arising by reason of the amendment of the regulations of a competent authority made subsequent to the date of Contract or otherwise
5.3 Where the Customer requests a variation or cancellation of the Contract the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including cost of labour and all materials used) damages, charges and expenses incurred by the Company as a result of such variation or cancellation.
6.1 Delivery of the Products shall be by the Company delivering the goods to the Customers nominated address within the order within the United kingdom mainland (but excluding the Scottish highlands for which special delivery arrangements must be made) Except to the extent stated in writing by the Company the Price is Inclusive of delivery charge.
6.2 Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated which is beyond the reasonable control of the Company.
6.3 The date of delivery shall in every case be dependent upon prompt receipt of all necessary information final instructions or approvals from the Customer, changes in design specifications or quantities required may result in delay in delivery.
6.4The Company shall ensure that each delivery of product is accompanied by a delivery note which shows the type and quantity of the product, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of the product remaining to be delivered. The Company shall deliver the product to the location set out in the Order or such other location as the parties may agree (“Delivery Location”). Without prejudice to Condition 6.6 below, any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence.
6.5 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. When delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a charge of 15% of the total value of the order for transportation and/or storage or restocking occasioned thereby and the Company shall be entitled to invoice the Products in accordance with these conditions.
6.6 Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the Product for all normal conditions of transit and for the normal period of transit only.
6.7 When ordering online where the Customer confirms (by ticking the relevant box) that, notwithstanding the provisions of this Condition 6.7, it wishes the Company to deliver the Product to a site that does not provide for Products delivered to be signed for, the Company shall complete delivery by leaving the Products at the site address provided by the Customer. In the event that the Products are not signed for (whether due to the premises nominated by the Customer, the unavailability of an authorised representative of the Customer or otherwise), the Customer acknowledges and accepts that the Company shall have no liability to the Customer (whether in contract tort, negligence or otherwise and howsoever arising) for any loss of or damage to such Products and/or any costs, damages, losses or claims arising out of or in connection with its election to have the Products delivered to such premises or the unavailability (or otherwise) of an authorised representative of the Customer to sign for the Products.
6.8 If the Company has tendered delivery in accordance with Clause 6.7 and neither the Customer or his designated representative have been available to take delivery of the product, should the “Delivery Agent /Driver ” deem it either inappropriate or unsecure to leave the product, then the delivery will not be made. The Company may by arrangement redeliver the Product and shall charge the Customer a redelivery charge of £50 (which shall be payable immediately upon receipt of an invoice for the same from the Company)
6.9 Where the Products are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver 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.
6.10 Delivery of the Products shall be completed on the Product’s arrival at the Delivery Location. The Customer must sign for and inspect all Products on delivery.
6.11 If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide the Company with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.
6.12 If the Customer fails to take delivery of the Products the Company may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
7.1 Risk shall pass to the Customer as follows: (i) if the Company delivers the Products by its own transport, at the time when the Products or a relevant part thereof are unloaded at the place of delivery or, if the Customer wrongfully fails to take delivery, at the time the Company tendered delivery of the Products; or (ii) in all other circumstances at the time when the Products or a consignment or other part thereof leaves the premises of the Company whether or not the Company arranges transport.
7.2 Title in the Products or any part thereof shall not pass to the Customer until payment has been made in full and cleared funds received for: (i) the Products, including any interest payable and (ii) all other Products the subject of any other contract between the Company and the Customer in respect of which payment has become due.
7.3 Until title has passed to the Customer the Customer shall: (i) hold the Products on a fiduciary basis as the Company’s bailee; (ii) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; (iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; (iv) maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; (v) notify the Company immediately if it becomes subject to any of the events listed in Condition 14.1(d); REVIEW and give the Company such information relating to the Products as the Company may require from time to time, but the Customer may resell or use the Products in the ordinary course of its business.
7.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in Condition 14.1 (d) or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then provided the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Products 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 in order to recover them.
7.5 In the event of a sale of the Products by the Customer in the ordinary course of its business to a third party the Customer shall assign to the Company in writing its rights to recover the selling price from the third party concerned if so required by the Company.
7.6 If the Products are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
7.7 Any items loaned to the Customer by the Company (the “Loan”) will remain the property and title of the Company.
7.8 The Company may terminate the Loan at any time on written notice to the Customer. The Customer shall deliver up the item to the Company immediately on receipt of the above written notice.
7.9 The Loan shall immediately terminate in any event on the happening of the voluntary or compulsory liquidation of the Customer or the appointment of an administrator over the Customer or a receiver over any of the Customer’s assets or the Customer entering into a composition or arrangement with its creditors or the Customer ceasing to trade or altering its legal status or the Customer taking or suffering any similar or analogous action in any jurisdiction and in these circumstances the Customer shall deliver up the item pursuant to Condition 7.9 above.
8.1 Unless otherwise specified prices quoted include delivery to destinations in the United Kingdom in which case the Company will select the mode of transport with due regard to urgency and cost. 8.2 The entire cost of any other mode of transport to destinations in the United Kingdom which the Customer may specify [e.g. passenger train, parcel post etc] shall be borne by the Customer. No allowance will be credited for Products collected from the Company's premises by the Customer.
– General- refers to warranties that apply to all products sold 10.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 10.2 The Company warrants that (i) on delivery in accordance with Condition 6 the Products will be of satisfactory quality and in accordance with its Specification and be free from material defects in design, material and workmanship; and (ii) it shall provide any services relating to the provision of the Products using reasonable skill and care. 10.3 Where any claim is to be made against “The Trade Village” in respect of supply of defective product it is required as a condition of these Terms and Conditions that the following documentation be provided as support for any claim – photographic evidence of the implied defect, date and logistics of delivery and receipt, all delivery/ product identification numbers. 10.4 DEFECTS APPARENT ON INSPECTION No liability will be accepted regarding claims or complaints as to shortages or transport damages unless notified to the Company by telephone within 72 hours and confirmed in writing within 7days, Goods claimed to be defective must be returned immediately, and if it is agreed by the Company that the Goods are defective, the Goods will be replaced or repaired free of charge or at the option of the Company, allowed for credit, provided that such credit shall not exceed the value of our Goods as invoiced and provided that the Customer shall return the Goods in the same condition as they were supplied. 10.5 DEFECTS NOT APPARENT ON INSPECTION. The Customer shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Customer without the prior specific consent of the Company. 10.5.1 The Company shall not be liable for loss or damage suffered by reason of use of the Goods after the Customer becomes aware of a defect or after circumstances which would reasonably have indicated to the Customer the existence of a defect. 10.5.2 The company may within 15 days of receiving such a written complaint for doors situated on UK mainland inspect the goods; the customer if so required by the company shall take all steps necessary to enable the company to do so. Prior to any such inspection the Company shall require the payment of a Service Charge/ Levy of £60.00. This service Charge/ Levy will be immediately refunded to the customer once it is established that the defect is genuine and not a consequence of misuse and the Company will carry out whatever remedial action is required. However should inspection result in the conclusion that the defect / damage is a consequence of user misuse i.e physical damage “forced locking mechanism” etc the Company will where applicable/possible rectify the defect but the Service Charge /Levy will be retained by the Company to cover its costs in respect of the visit and repair. Should the cost of the visit and any repair works undertaken exceed the withheld Service Charge / Levy the Company reserves the right to notify and invoice the customer in respect of the difference in cost between the Service Charge / Levy and the repair cost before any such repair work is undertaken 10.4.3 In the case of export Goods for overseas destinations the Company accepts no liability for damage or loss after the Goods have been dispatched by the Company although the Company will arrange insurance against transit or other risks if instructed to do so by the Customer at the Customers cost. 10(a) WARRANTIES –SPECIFIC – the following additional warranties apply in respect of specific products COMPOSITE DOORS 10(a).1 The Company further warrants that, for a period of 5 years from the date of delivery in accordance with Condition 6 and subject always the Goods being handled, stored and applied in full compliance with any guidelines that are issued by the Company its white PVC-U profiles and woodgrain foils shall maintain (i) colour stability (ii) impact strength and (iii) shape retention. 10(a).2 Subject to Condition 10(a).3, the Company warrants that, for a period of 10 years (except for the Darkwood and Oak finish which will be 5 years) from the date of manufacture, its composite door, door set and door slab for domestic use as follows: (i) will not fade outside accepted tolerances contained within GRS (Grey Scale Rating) 3-4 according to BS EN ISO 11341 for paints and varnishes; and (ii) in respect of door leafs only (ii) in normal use the doors will not crack, chip, blister, flake or peel. Thermal Movement will occur as with UPVC and Timber products and is normal, as the product will revert back to within its natural flat plane tolerance as long as the installation guide lines are observed. Subject to Condition 10(a).3, liability for Thermal Movement is therefore excluded. 10(a).3In relation to Goods comprising the Company’s slabs and prepped door slabs (being Goods comprising doors which are not full door sets), the Company only warrants that the same will be covered by the warranty given at Condition 10(a).2 above in relation to Thermal Movement if the Customer has fitted an approved reinforcement strip to the relevant Goods (such reinforcement strip can be purchased from the Company by the Customer if required). 10(a).4 Subject to the provisions of this Condition 10(a).4 the Company warrants that (i) for a period of 5 years from the date of manufacture for those part of the Goods which are hardware (including door hinges, lock sets, handles) and (ii) for a period of 10 years from the date of manufacture, its stainless steel furniture and ERA Vectis locking system, shall continue to function satisfactorily. These warranties shall not apply where handles, hinges and locking system have been subjected to stresses and operating forces beyond recommended levels as stipulated by the GGF guidelines and British Standards Code of Practice. The Company neither warrants nor will be liable for any defect arising out of door alignment where the customer has elected the use of adjustable hinges, These hinges are required to be “self maintained” upon a regular basis. For the purpose of this clause “Alignment” is defined as those minor deviations that occur over time as a consequence of door slamming either by hand or wind action, subsidence of whatever cause, temperature variations or any other cause which may result in a slight deviation of the alignment of the door. 10(a).5 The Company warrants that, for a period of 10 years from the date of manufacture, its composite door glass units will be free from (i) obstruction of vision arising from deposition of moisture or deterioration of inner glass, subject always to such units being maintained in accordance with any guidance provided by the Company. This warranty excludes any breach caused by (i) undue impact or any neglect; (ii) misuse; (iii) faulty installation; (iv) building subsidence; (v) wilful or neglectful damage or excessive wear and tear; (vi) modifications/alterations made post installation; (viii) any Act of God. Glass – as glass is a transparent material it is not always possible to provide an accurate portrayal of design/pattern /obscurity by digital media, should the customer have any queries as to the exact specification they are requested to contact the Company who will provide clarification samples etc. Should the Customer fail to contact the Company re such clarification the Company cannot accept any responsibility should the requested glass not be exactly as the Customers request in cosmetic appearance 10(a).6 If the Goods supplied by the Company are not in accordance with Condition 10.2 above, the Customer should notify the Company within 72 hours of delivery by telephone (followed by confirmation in writing within 48 hours of the initial telephone notification), in writing or via the Company’s web notification facility within 7 days of delivery or as soon as reasonably practicable in respect of Conditions 10(a).1 to 10(a).6 inclusive. The Company may, within 15 days of receiving such notice inspect the Goods; the Customer, if so required by the Company, shall take all steps necessary to enable the Company to do so. 10(a).7 Where any valid claim in respect of a breach of warranty given under Conditions 10.2 to 10(a).6 inclusive the Company shall be entitled at the Company’s sole discretion to: (i) repair or replace the Goods (or the part in question) free of charge; or, or (iii) refund to the Customer the price of the Goods (or a proportionate part of the price), and in each case, the Company shall have no further liability to the Customer. In UK Mainland only, any repaired or replaced Goods shall be delivered free of charge to the premises of the Customer (as agreed by the Customer and at the reasonable convenience of the Company) or outside of UK Mainland, be made available to the Customer for collection from the Customer’s premises. 10(a).8 All Goods returned to the Company pursuant to this Condition 10 and under the Replacement items and Credit on Returns policy shall be in accordance with Condition 19. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under Condition 10(a).7.
10(b) WARRANTIES –SPECIFIC – the following additional warranties apply in respect of specific products. SOLIDOR /DOOR STOP 10 (b) (i) All warranties previously specified under the heading Warranties General and Warranties Composite doors equally where applicable apply to timber doors subject only to the following changes in respect of product guarantees. 10(b) (ii) All doors and door frames and high security locking systems comprising the “ Solidor “ product shall be guaranteed for a period of 10 years with the following exclusions , letter plates and handles are guaranteed for 2 years and all Rim latches and door knockers fitted to timber doors are subject of a 12 month guarantee
10( c) WARRANTIES –SPECIFIC – the following additional warranties apply in respect of specific products. FIRE DOORS 10 (c) (i) All warranties previously specified under the heading Warranties General and Warranties Composite doors equally where applicable apply to fire doors subject only to the following changes in respect of product guarantees. 10(c) (ii) All doors and door frames comprising the “Fire Door “product shall be subject to the following guarantees White door sash, outer frame frame & double glazed unit shall be guaranteed for a period of 10 years. Woodgrain or coloured door sash, outer frame frame & double glazed unit for the Ultimate Series shall be guaranteed for ten years. Woodgrain or coloured door sash, outer frame frame & double glazed unit for the Elite & Select Series shall be guaranteed for five tears. All side frames and side frame glass, shall be guaranteed for five years. All locking mechanisms shall be guaranteed for five years All door furniture shall be guaranteed for one year
10 (d) (i) All warranties previously specified under the heading Warranties General and Warranties Composite doors equally where applicable apply to windows subject only to the following changes in respect of product guarantees. 10(d)(ii) All Vertical sash windows shall be subject to the following guarantees. White PVC-U profiles shall be guaranteed for 10 years from the date of Delivery. Wood-grain (Irish Oak, Golden Oak, Rosewood, White wood-grain, Cream wood-grain and Black wood-grain) foils, are guaranteed for 10 years from the date of delivery. This guarantee in respect of wood grain foils extends to the delamination and discoloration of the product. The Company will extend to the Customer the manufacturer’s warranty on all products not manufactured but supplied by the Company. The warranty will apply to colour stability, impact strength and shape retention with regard to PVC-U and aluminum profiles. Any product found to be defective under the terms of the warranty will be replaced and delivered free of charge to the premises of the Customer. The warranty is conditional on the material being handled, stored and applied in full compliance with any guidelines that are issued by the Company. 10(d)(iii) Any repair work carried out or replacement units supplied within this guarantee period will also be covered, but only for the element of the guarantee period still remaining. 10(d)(iv)All sash balances used within the vertical sliding sash window are guaranteed for 10 years against any defects, from date of purchase. 10(d)(v)All glass units will carry a 10 year warranty covering obstruction of vision arising from deposition of moisture or deterioration of inner glass. This excludes glass units which incorporate integrated blinds which will carry a 5 year guarantee. 10(d)(vi)All locking mechanisms, handles and hinges contain moving parts and require occasional lubrication to keep them in good working order. These components and other hardware are covered by a one-year warranty. A lacquered coating protects solid brass furniture. However, due to the environment where the window is fitted and used the lacquer may become damaged by rings and keys resulting in moisture attacking the brass surface. The result of this is discoloration, which cannot be prevented. Anodised and paint finishes may also be affected by proprietary cleaners. The paint applied to letterboxes may also be affected by exposure, particularly outside. 10(d)(vii)This guarantee does not extend to: Minor imperfections in and on the glass arising from the glass manufacturing process. All newly manufactured leaded glass products are subject to a natural oxidation process.
11.1 No representation is made nor warranty given by the Company as to the suitability or fitness of the Goods for any particular purpose, and the customer shall be responsible for ascertaining whether the Goods are suitable or fit for the Customer's purpose, and the Company shall be under no liability for any loss damage expense or liability incurred by the Customer or any third party as a result of the Goods not being suitable for a particular use. 11.2 Save as provided in this Condition 11 the Company's liability in connection with the sale of the Goods to the Customer shall be as follows:- (a) in respect of physical damage to or loss of the Customer's tangible property to the extent that it results from the wilful default or negligence of the Company, its employees, agents or contractors the Company's liability shall be limited to the price of the Goods in respect of each incident or series of connected incidents; (b) in respect of all other direct loss (whether in contract, tort, or otherwise) the Company’s liability shall not exceed the price of the Goods; and (c) in respect of any loss of goodwill or for any type of consequential, special or indirect loss or damage the Company's liability shall be nil. 11.3 The Company shall not liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of any loss of goodwill, loss of profit, loss of business or for any type of consequential, special or indirect loss or damage. 11.4 Nothing in these Conditions shall be deemed to exclude or restrict the Company's liability for fraudulent misrepresentation or for death or personal injury resulting from the Company's negligence, or any liability for breach of the Company's implied undertaking as to title. 11.5 The Customer recognises that the limitation of liability contained in this clause is reasonable in that the prices quoted by the Company are dependent upon such limitation being incorporated in the Contract. 11.6 This Condition 11 shall survive termination of the Contract
12.1 If the Company is prevented (directly or indirectly) from making delivery of any Goods by reason of force majeure (as hereinafter defined) the Company shall be under no liability whatsoever to the Customer nor shall the Company be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform any of its obligations in relation to the Goods, and the Company shall have the right at its absolute discretion to allocate such deliveries as it is able to make, between deliveries pursuant to the Contract, and deliveries pursuant to any other contract with any third party. 12.2 The following shall be regarded as force majeure:- Act of God, explosion, flood, tempest, fire, accident, war, threat of war, sabotage, insurrection, civil disturbance, government requisition, acts, restrictions, regulations, bye- laws, prohibitions, or measures of any kind, on the part of any governmental, parliamentary, or local authority; import or export regulations, or embargoes, strikes, lock-outs, or other industrial actions, or trade disputes, shortages of raw materials, labour, fuel or parts of machinery, power failure, or breakdown in machinery, including tooling and die failure and any other cause whatsoever beyond the Company’s reasonable control.
13.1 The Customer shall indemnify the Company on demand against any costs, charges losses or expenses including legal fees (on a solicitor and client basis) which the Company may sustain or incur as a consequence of any failure by the Customer to promptly and properly perform its obligations under these Conditions 13.2The Customer shall indemnity the Company against any damages losses costs claims or expenses suffered or incurred by the Company in respect of any claim brought against the Company by any third party for any loss injury or damage suffered as a result of a failure on the part of the Customer or any third party to use handle or deal with the Goods in a safe and proper manner and in accordance with all applicable regulations and all procedures recommended by the Company. 13.3 Nothing in this clause will require the Customer to indemnify the Company against any liability to the extent that this arises as a result of the Company's own negligence.
14.1 Without prejudice to its other rights and remedies, the Company may, terminate wholly or in part the Contract or any or every other contract with the Customer or to suspend any further deliveries under the Contract or any or every other such contract in any of the following events: (a) if any debt due and payable by the Customer to the Company is unpaid; (b) if the Customer has failed to take delivery of any Goods under the Contract, or any other contract as aforesaid otherwise than in accordance with the Customer's contractual rights; (c ) if the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach (d) if the Customer (i) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (ii) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (iv) the Customer (being an individual) is the subject of a bankruptcy petition or order; (v) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (vi) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company); (vii) a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; (viii) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (ix) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Condition 14.1(d); (x) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or (xi) the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; (xii) the Company reasonably believes that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. 14.2 In addition to any right of lien that the Company may have, the Company shall in any of the events described in Condition 14.1(c) above have a general lien over all Goods sold and delivered by the Company to the Customer under the Contract or any other contract. 14.3 Any implied right to sell the Goods in the ordinary course of business shall terminate on the occurrence of any of the events listed in condition 14.1(c). 14.4 On termination of the Contract for any reason: (i) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest; (ii) the Customer shall return all Company materials which have not been fully paid for. If the Customer fails to do so, the Company may enter the Customer's premises and take possession of them; (iii) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (iv) Conditions which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 The Company will only agree to cancellation up to the date of delivery provided that the manufacture of the Goods concerned is not complete and on condition that: (a) all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage suffered by the Company by reason of such cancellation will be paid forthwith by the Customer to the Company; and (b) any cancellation that is notified to the Company by telephone shall be followed by notification in writing within 48 hours of the initial telephone notification.