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1. Interpretation and definition

Except as defined below, terms used in terms shall have the meaning given to them in the Agreement and clause 1 of the Agreement shall apply to these terms.

  • Carriage Locations: has the meaning given in clause 4.3
  • Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Terms.
  • Goods: the goods (or any part of them) set out in the Supplier’s quotation.
  • Order: the Certified Partner’s confirmed order for Goods as set out in the Supplier’s quotation.
  • Order Confirmation: the Suppliers written acceptance of the Order.
  • Price: the price of the Goods as defined in clause 10.1
  • Specification: the specification of the Goods and/or Services produced by the Customer, or by the Supplier on the Customer’s instructions and forming the basis of the Supplier’s quotation.
  • Supplier’s Notification: has the meaning given in clause 10.3
  • Transport Costs: has the meaning given in clause 10.3

2. Basis of contract

2.1 These clauses apply to the Contract to the exclusion of any other terms that the Certified Partner seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Certified Partner to purchase the Goods in accordance with these clauses. The Certified Partner is responsible for ensuring that the terms of the Order and the Specification are complete and accurate.

2.3 Where an Order is placed for the purchase of a Minibems system, the Supplier shall carry out an internal technical data check to verify the Order details and a copy of the completed data checklist shall be sent to the Certified Partner for verification. The Certified Partner shall be required to confirm the accuracy of the data checklist and return a signed copy to the Supplier before the Order can be processed.

2.4 The Order shall only be deemed to be accepted when the Supplier issues a written Order Confirmation.

2.5 The Certified Partner acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.7 Whilst all design advice, drawings, plans and specifications produced by the Supplier are produced and supplied in good faith, the Certified Partner acknowledges and agrees that it is the Certified Partner’s responsibility to confirm the accuracy of and approve the Specification and any associated drawings.

2.8 Neither a quotation for the Goods nor a completed data checklist given by the Supplier shall constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3. Goods

3.1 The Goods are described in the Specification.

3.2 The Supplier reserves the right to amend or vary the Specification:

  • If required by any applicable statutory or regulatory requirements; or
  • By replacement of any Goods with alternative goods of an equivalent specification and standard.

3.3 The Compatible Products are detailed in Schedule 2 of the Agreement.

3.4 The Available Goods and Charges are detailed in Schedule 2 of the Agreement.

4. Delivery

4.1 Delivery of the Goods shall be completed either upon the Goods arrival and unloading at the Carriage Location in accordance with clause 4.3 or on completion of loading of the Goods at the Supplier’s address in accordance with clause 4.5.

4.2 The risk in the Goods shall pass to the Certified Partner upon such delivery taking place.

4.3 Where the Certified Partner has informed the Supplier that the Transport Costs notified to it are not acceptable:

  • The Certified Partner shall be responsible for the collection, loading and transportation of the Goods from the Supplier’s premises at Innovation Centre, University of Exeter, Exeter, EX4 4RN (or as otherwise notified by the Supplier);
  • The Certified Partner will collect the Goods within the period specified in the Order.

4.4 The Supplier shall ensure that:

  • Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Certified Partner and Supplier reference numbers (where applicable), the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any); and
  • If the Supplier requires the Certified Partner to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Certified Partner shall make any such packaging materials available for collection at such times and at such place as the Supplier shall reasonably request. Collection of packaging materials shall be at the Supplier’s expense.
  • Where the Supplier arranges for the movement of Goods requires the use of specialist equipment, such as a crane, the liability will vest with the party contracted to operate the machinery.

4.5 Where required by the Supplier, the Certified Partner shall complete in full and deliver to the Supplier the Supplier’s delivery details form, identifying any limitations or restrictions on access to the Carriage Location and any matters that may affect the carriers ability to deliver the Goods to the Carriage Location in a safe and secure manner. The Certified Partner warrants that the information provided in a completed delivery details form is true, accurate and complete. The Certified Partner shall be responsible for all costs arising as a result of the Certified Partner’s failure to complete the delivery details form as required by this clause 4.6 or otherwise for the Certified Partner’s failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 Any dates quoted for delivery are approximate only. The time of delivery is not of the essence and failure to meet a delivery date shall not give rise to a right of termination of Contract by the Certified Partner.

4.7 The Supplier shall not be liable for:

  • Any delay in delivery of the Goods that is caused by a Force Majeure Event; or
  • The Certified Partner’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or
  • The Certified Partner’s failure to collect the Goods from the Supplier’s premises; or
  • Any delays in delivery or receipt by the Certified Partner or any additional transportation, storage and insurance costs arising as a result of incomplete or inaccurate delivery instructions being provided by the Certified Partner.

4.8 If the Supplier fails to deliver the Goods in accordance with these Terms and Conditions, its liability shall be limited to the costs and expenses incurred by the Certified Partner in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price.

4.9 If the Certified Partner fails to accept delivery or arrange collection of the Goods (as applicable) within 10 Business Days of the Supplier notifying the Certified Partner that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

  • Delivery of the Goods shall be deemed to have been completed at 9.00 am on the tenth Business Day after the day on which the Supplier notified the Certified Partner that the Goods were ready; and
  • The Supplier shall store the Goods until delivery takes place, and charge the Certified Partner for all related costs and expenses (including insurance). A minimum storage charge of £10 per pallet per week shall apply;

4.10 If 20 business days after the day on which the supplier notified the Certified Partner that the goods were ready for delivery the Certified Partner has not accepted delivery or arranged collection of them (as applicable), in the case of bespoke goods, the Supplier will pursue the full price including any reasonable storage and transport charges. For non-bespoke goods, the supplier may resell or otherwise dispose of part or all of the Goods and after deducting reasonable storage, transport and selling costs and 50% of the goods price, account to the Certified Partner for any excess over the Price or charge the Certified Partner for any shortfall below the Price.

4.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Certified Partner to cancel any other instalment.

4.12 Where the Supplier has arranged transport of the Goods as the Certified Partner’s agent, for the avoidance of doubt the Certified Partner shall be responsible for any additional costs and charges incurred as a result of the Certified Partner failing to receive the Goods at the Transport Location at the time and date notified to it by the Carrier.

4.13 The Certified Partner shall within 24 hours of unloading of the Goods at the Carriage Location notify the Supplier if any item ordered is missing. The Supplier shall not be liable for non-delivery if no such notice is received unless the Certified Partner can provide conclusive evidence that such items were not delivered by the Supplier.

5. Quality

5.1 The Supplier warrants that on delivery the Goods shall:

  • Subject to clause 5.2, conform in all material respects with their description and any applicable Specification;
  • Be free from material defects in design, material and workmanship;
  • Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  • Be fit for any purpose held out in writing by the Supplier.

5.2 Subject to clause 5.3, if:

  • The Certified Partner gives notice in writing to the Supplier within 28 days of the Goods arriving at the Carriage Location or upon installation of the Goods that some or all of the Goods do not comply with the warranty as set out in clause 5.1;
  • The Certified Partner provides a written explanation of the fault;
  • The Supplier is subsequently given a reasonable opportunity of examining such Goods; and
  • If requested by the Supplier, the Certified Partner returns such Goods to the Supplier’s place of business at the Certified Partner’s cost,
  • The Supplier shall, at its option, repair or replace the defective Goods or, at its sole discretion, the Supplier may refund the Price of the defective Goods in full. Where the Supplier agrees to replace the Goods the Supplier shall use reasonable endeavours to do so as soon as reasonably practicable. The Certified Partner acknowledges that the Supplier may in some cases need to order replacement components from its suppliers and time of delivery of such replacements is outside the Supplier’s control.

5.3 The Supplier shall not be liable for failure of the Goods to comply with the warranty set out in clause 5.1 in any of the following events where:

  • The Certified Partner makes any further use of such Goods after giving notice in accordance with clause 5.2;
  • The defect arises because the Certified Partner failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
  • The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Certified Partner;
  • The Certified Partner alters or repairs such Goods without the written consent of the Supplier;
  • The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • The Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Certified Partner in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 These clauses shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Manufacturer’s Guarantee and Supplier’s Warranty

6.1 The Goods come with a manufacturer’s guarantee. For details, please refer to the manufacturer’s guarantee provided with the Goods (where applicable) or contact the manufacturer directly (contact details will be provided by the Supplier on request) or refer Operations Manual.

6.2 Where the Goods supplied comprise of a heating sub-station or are branded as Minibems goods (as detailed at Schedule 2) the Supplier guarantees that on delivery and for a period of 12 months from delivery, the workmanship in construction of the sub-station shall be free from material defects. This guarantee does not apply in the circumstances described in clause 6.3.

6.3 This guarantee does not apply to any defect in the sub-station arising from:

  • Fair wear and tear;
  • Wilful damage, abnormal storage or working conditions, accident, negligence by the Certified Partner or by any third party;
  • If the Certified Partner fails to operate or use the equipment in accordance with any written or oral user or installation instructions;
  • Any alteration or repair by the Certified Partner or by a third party who is not one of the Supplier’s or manufacturers authorised repairers; and
  • Any specification provided by the Certified Partner.

6.4 For the avoidance of doubt this guarantee applies only in respect of construction and workmanship and does not cover defect in or failure of parts or components forming part of a sub-station installation.

6.5 Where the Supplier supplies replacement Goods pursuant to a claim under a Supplier warranty, the Supplier shall invoice the Certified Partner for such replacement Goods and the Buyer shall pay such invoice in accordance with these terms, unless the Certified Partner returns, at its own expense, the defective part(s) to the Supplier within 14 days of the Certified Partner reporting the defect, together with a completed warranty return form (in the Supplier’s standard form, which is available upon request)

7. Returns Policy

7.1 Subject to the remaining provisions of this clause 7, the Certified Partner may at the sole discretion of the Supplier and at the Certified Partner’s cost return certain Goods within 28 days of delivery provided that such Goods are undamaged, in their original packaging, unopened and unused.

7.2 The following Goods may not be returned in accordance with clause 7.1 above:

  • Bespoke or speciality items that have been adapted, tailored or made in accordance with the Specification;
  • Heat  interface units;
  • Heat interface buffers;
  • Hot water stations; and
  • Heating sub-stations

7.3 An administration and restocking fee of 20% of the Price of the Goods shall be payable by the Certified Partner in respect of any Goods returned in accordance with their terms.

8. Title and Risk

8.1 The risk in the Goods shall pass to the Certified Partner on completion of delivery.

8.2 Title to the Goods shall not pass to the Certified Partner until the Supplier has received payment in full (in cash or cleared funds) for the Goods.

8.3 Until title to the Goods has passed to the Certified Partner, the Certified Partner shall:

  • Hold the Goods on a fiduciary basis as the Supplier’s bailee;
  • Store the Goods separately from all other goods held by the Certified Partner where reasonably practicable so that they remain readily identifiable as the Supplier’s property;
  • Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods while they remain in storage;
  • Maintain the Goods in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery;
  • Notify the Supplier immediately if the Certified Partner becomes subject to any of the events listed in clause 12.2; and
  • Give the Supplier such information relating to the Goods as the Supplier may require from time to time,
  • But the Certified Partner may use the Goods in the ordinary course of its business.

8.4 If before title to the Goods passes to the Certified Partner the Certified Partner becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Certified Partner accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Certified Partner to deliver up the Goods and, if the Certified Partner fails to do so promptly, enter any premises of the Certified Partner or of any third party where the Goods are stored in order to recover them.

9. Certified Partner’s Obligations

9.1 The Certified Partner shall:

  • Co-operate with the Supplier in all matters relating to the Services;
  • Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Certified Partner’s premises (or the Certified Partner’s premises as the case may be) and other facilities as reasonably required by the Supplier to provide the Services;
  • Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
  • Prepare the Certified Partner’s premises (or the Certified Partner’s Customers premises as the case may be) for the supply of the Services, as reasonably specified by the Supplier from time to time;
  • (Unless it is specifically stated in the Quotation that the Supplier shall obtain) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  • Keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Certified Partner’s premises (or the Certified Partner’s  premises) in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
  • Prepare and maintain the required test equipment, as detailed in the Operations Manual (test equipment), and;
  • Purchase goods directly from the Supplier, as detailed in Schedule 2, and;
  • Use best endeavours to use the Compatible Products, as detailed in Schedule 2

9.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Certified Partner or failure by the Certified Partner to perform any relevant obligation (Certified Partner Default):

  • The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Certified Partner remedies the Certified Partner Default, and to rely on the Certified Partner Default to relieve it from the performance of any of its obligations to the extent the Certified Partner Default prevents or delays the Supplier’s performance of any of its obligations;
  • The Supplier shall not be liable for any costs or losses sustained or incurred by the Certified Partner arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 9.2; and
  • The Certified Partner shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Certified Partner Default.

10. Price and Payment

101. The Price shall be the price set out in the Order and as calculated in accordance with Schedule 2, Schedule 7 and Schedule 8 of the Agreement. If no price is quoted, the price is as set out in the Supplier’s published price list in force as at the date of delivery.

10.2 The Supplier shall incorporate a Discount Profile, as detailed in Schedule 2.

10.3 The Supplier will, by giving notice to the Certified Partner at any time before delivery, increase the Price to reflect any increase in the cost of the Goods that is due to:

  • Any factor beyond the Supplier’s control (including delivery costs, petrol prices, foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials and other manufacturing costs);
  • Any request by the Certified Partner to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
  • Any request by the Certified Partner to change the date for provision of the Services; or
  • Any delay caused by any instructions of the Certified Partner or failure of the Certified Partner to give the Supplier adequate or accurate information or instructions.

10.4 The Price is, unless otherwise specified by the Supplier exclusive of the cost of transport and delivery of the Goods (Transport Costs) which shall be set out in the Order Confirmation or notified separately to the Certified Partner (Supplier’s Notification) and invoiced accordingly. Subject to the remaining provisions of this clause, the Certified Partner shall on receipt of invoice pay the Transport Costs to the Supplier. Where the Certified Partner does not accept the Transport Costs, the Certified Partner shall have the right to arrange collection of the Goods from the Supplier’s premises in accordance with these terms, provided that written notice is served on the Supplier within 3 days of the date of the Supplier’s Notification. The Certified Partners failure to accept the Transport Costs shall not be grounds for termination of Contract.

10.5 In addition to the Price the Supplier shall be entitled to charge the Certified Partner for any expenses incurred by the individuals whom the Supplier engages in connection with the provision of the Services. Such expenses may include (but are not limited to) travel expenses, subsistence and accommodation costs of the Supplier’s personnel. Any such expenses shall be reimbursed to the Supplier at cost plus any VAT that may be chargeable.

10.6 The sums payable by the Certified Partner are exclusive of amounts in respect of value added tax (VAT). The Certified Partner shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply.

10.7 Unless credit assurance is obtained by the Supplier, the Price shall be payable against the Supplier’s invoice(s) by instalment as follows:

  • 25% of the Price within 5 Business Days of receipt of the Order Confirmation; and
  • The balance of the Price at least 10 Business Days before the Goods are despatched.
  • Any expenses incurred in accordance with clause 12.4, on demand;
  • And no Goods shall be dispatched (or permitted to be collected by the Certified Partner or the Certified Partner’s carrier until payment has been received in full and in cleared funds by the Supplier in accordance with this clause 12.6.

10.8 Where credit assurance is obtained by the Supplier for goods only, the Price shall be payable against the Supplier’s invoice(s) within 30 days, up to the credit limit. Should the credit limit be exceeded, then the exceeded amount must be paid immediately.

10.9 Unless otherwise specified in writing by the Supplier or as set out elsewhere in this agreement, all invoices are payable on receipt in full and in cleared funds. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

10.10 The Supplier reserves the right to carry out periodic checks on the status of the Certified Partner through credit referencing agencies and other third parties. The Certified Partner expressly consents to the Supplier obtaining and retaining a record of such information from time to time. If in the reasonable opinion of the Supplier there is a reduction in the credit worthiness of the Certified Partner, the Supplier reserves the right to unilaterally vary any agreed credit terms.

10.11 If the Certified Partner fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Certified Partner shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Certified Partner shall pay the interest together with the overdue amount.

10.12 The Certified Partner shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount payable by the Supplier to the Certified Partner against any amount owing to the Supplier by the Certified Partner.

11. Cancellation

11.1 Subject to clause 13.2 the Certified Partner may cancel the Contract at any time within seven days of the date of the Order Confirmation by giving to the Suppliers a written notice, whereupon the Supplier shall discontinue work on the Contract. The Certified Partner shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods or any part of the Goods at the time of receipt by the Supplier of the Certified Partners cancellation notice.

11.2 The Certified Partner shall not have the right to cancel Contracts for the supply of:

  • Heat interface units;
  • Heat interface buffers;
  • Heating sub-stations;
  • Hot water stations;
  • Bespoke or speciality items that have or are to be adapted, tailored or made in accordance with the Specification; or
  • Any other Goods that the Supplier notifies the Certified Partner prior to the date of the Certified Partner’s Order are not subject to cancellation.

12. Termination

12.1 If the Certified Partner becomes subject to any of the events listed in clause 14.2, or the Supplier reasonably believes that the Certified Partner is about to become subject to any of them and notifies the Certified Partner accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries of Goods or Services under the Contract or under any other contract between the Certified Partner and the Supplier without incurring any liability to the Certified Partner, and all outstanding sums in respect of Goods and/or Services delivered to the Certified Partner shall become immediately due.

12.2 For the purposes of clause 14.1, the relevant events are:

  • The Certified Partner 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 or limited liability Certified Partnership) 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 Certified Partnership) has any Certified Partner to whom any of the foregoing apply;
  • The Certified Partner 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 other than (where the Certified Partner is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Certified Partner with one or more other companies or the solvent reconstruction of the Certified Partner;
  • (Being a company) 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 Certified Partner, other than for the sole purpose of a scheme for a solvent amalgamation of the Certified Partner with one or more other companies or the solvent reconstruction of the Certified Partner;
  • (Being an individual) the Certified Partner is the subject of a bankruptcy petition or order;
  • A creditor or encumbrancer of the Certified Partner 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;
  • (Being a company) 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 Certified Partner;
  • (Being a company) the holder of a qualifying charge over the Certified Partner’s assets has become entitled to appoint or has appointed an administrative receiver;
  • A person becomes entitled to appoint a receiver over the Certified Partner’s assets or a receiver is appointed over the Certified Partner’s assets;
  • Any event occurs, or proceeding is taken, with respect to the Certified Partner in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(a) to clause 14.2(h) (inclusive);
  • The Certified Partner suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
  • The Certified Partner’s financial position deteriorates to such an extent that in the Supplier’s opinion the Certified Partner’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
  • (Being an individual) the Certified Partner dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

12.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

13. Limitation of Liability

13.1 Nothing in these clauses shall limit or exclude the Supplier’s liability for:

  • Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  • Fraud or fraudulent misrepresentation;
  • Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
  • Breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  • Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

13.2 Subject to clause 15.1:

  • The Supplier shall under no circumstances whatever be liable to the Certified Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  • The Supplier’s total liability to the Certified Partner in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price or such part thereof received by the Supplier prior to the date on which the claim arises.

13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delay of suppliers or subcontractors.

15. General

Clauses 11 to 21 of the Agreement shall be deemed to be incorporated in the Terms of Sale as if set out here, except that all references to “Agreement” in such clauses shall be deemed to references to the Terms of Sale and all references to “party” shall be deemed to be references to a party to the Terms of Sale.

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