Cladco Profiles Limited Conditions of Sale (Business to Business)
Schedule 1 - Standard Conditions
Cladco Profiles Limited Conditions of Sale (Business to Business)
(Effective Oct 2023)
THE CUSTOMER'S ATTENTION IS DRAWN IN PARTICULAR TO CLAUSES 6.4, 9 AND 11 WHICH LIMIT CLADCO'S LIABILITY.
|Applicable Law||means any law, statute, statutory provision, regulatory requirements, rules, binding court order, judgment or decree applicable to the parties in connection with the Contract and as in force from time to time.|
|Buyer or Customer||means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company. This is also referred to as “you”, or “your”, below.|
|Goods||means the products, articles or items to be sold by the Company.|
|Company||means CLADCO PROFILES LIMITED (registered in England & Wales under Company number 4621350). This is also referred to as “we”, “us” or “our” below.|
|Conditions||means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.|
|Contract||means the contract between the Buyer and the Company for the purchase and sale of the Goods.|
|Order||the Customer’s order for Goods as set out in the Customer’s purchase order or via the Customer’s written acceptance of the Company’s quotation, or as otherwise set out in writing.|
1.2.1 A reference to “writing” or “written” excludes fax but includes email.
1.2.2 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.3 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.6 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Only Managers and Directors of the Company are authorised representatives for the purpose of binding the Company.
2.3 Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in writing. In entering into the Contract you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
3. Orders & Specifications
3.1 An Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. No Order placed by you shall be deemed to be accepted by us until a written acknowledgement of order is issued by us or (if earlier) the Goods are delivered by us to you.
3.2 All Orders placed by you are subject to the availability of goods and materials and we reserve the right to alter the specification of, or to withdraw any item without prior notice. However any alternative materials that are used shall be of satisfactory quality.
3.3 You shall be responsible to us for ensuring the accuracy of the terms of any Order (including any applicable specification) you submit, and for giving us any necessary information relating to the Order within a sufficient time to enable us to perform the Contract in accordance with its terms.
3.4 The quantity, quality and description of and any specification for the Goods shall be those set out in our quotation or as otherwise confirmed in writing by us.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by us in accordance with a specification or direction you submit, you shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in connection with any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from our use of your specification or from us complying with your direction, as the case may be.
3.6 We reserve the right to make any changes in the specification of the Goods which are required to conform with any Applicable Laws or due to technical developments which do not materially affect their quality or performance.
3.7 Neither the whole nor any part of any Order, whether it is an order by instalment or otherwise, may be cancelled by you except with our agreement in writing and on terms that you shall indemnify us 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 us as a result of cancellation.
3.8 You shall be responsible for ensuring that any product obtained from ourselves is used in the manner it has been designed for and for ensuring that the products meet any necessary regulations, certifications and standards for your particular use or installation. We shall have no liability to you if the products do not meet any specific building, fire, structural or any other regulations deemed necessary by law for your particular use or installation.
3.9 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures or displayed on the Company’s websites are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
4. Price of the Goods
4.1 The price of the Goods shall be our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our price list current at the date of acceptance of the Order, plus any additional charges applicable in accordance with clause 4.5. All prices quoted are valid for 30 days only (unless we otherwise agree in writing). A quotation given by us does not constitute an offer and we may withdraw or revise a quotation at any time before our acceptance in writing of the Order.
4.2 Unless otherwise stated in writing all prices are net of delivery charge and VAT and shall not be subject to any discount, which you shall be additionally liable to pay to us.
4.3 We reserve the right to increase the price of the Goods to reflect any increase in the cost to us of fulfilling the Order which is due to any factor beyond our reasonable control, any change in delivery dates, quantities or specifications for the Goods which you request, or any delay caused by any of your instructions or by your failure to give us adequate information or instructions.
4.4 The cost of pallets and returnable containers will be charged to you in addition to the price of the Goods, but credit may be given to you provided they are returned undamaged to us before the due payment date.
4.5 We reserve the right to apply a machinery set-up surcharge as follows:
4.5.1 for small orders of sheeting to be manufactured to length; and
4.5.2 for single skin sheeting orders of less than 25 linear meters of sheet type.
4.6 Multiple small orders will incur multiple setup fees. We will notify you of any applicable surcharge when we confirm the Order.
5. Terms of Payment
5.1 We shall be entitled to payment for the full price of the Goods at the time of Order, unless a credit account has been established. No items will be manufactured until funds have cleared. Receipts for payment will be issued only upon request.
5.2 If we have granted you credit terms, the price for the Goods shall (unless otherwise agreed by us in writing) be due for payment no later than the end of the month following the date of invoice and you agree that a dispute as to any amount owed hereunder or any goods supplied hereunder will not entitle you to withhold payment of such invoice or any other amounts due.
5.3 If you cancel the Order (in whole or in part) in circumstances where we are not at fault, whilst we will re-use the Goods for other customers where reasonably possible, we reserve the right to recover the price for the Goods, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you.
5.4 The time of payment of the price for the Goods shall be of the essence of the Contract.
5.5 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:
5.5.1 cancel the Contract or suspend delivery under the Contract or any other Contracts with you;
5.5.2 appropriate any payment made by you to such of the Goods (or the Goods supplied under any other contract between you and us) as we may think fit (notwithstanding any purported appropriation by you);
5.5.3 recover costs, including legal costs, court costs and any other cost of collection incurred by us in the recovery of the unpaid amounts from you (including accrued and all outstanding interest).
5.6 The Company reserves the right to charge interest on late payments at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 calculated (on a daily basis) from the date of our invoice until payment (whether before and after judgement). Interest will be compounded on the first day of each calendar month.
6. Collection and Delivery
6.1 Collection of the Goods by the Customer from our premises will be at a time after we have notified you that the Goods are ready. Customers who are collecting must do so with an appropriate vehicle which a forklift truck can load, such as a flatbed truck or trailer etc. We cannot load onto car roof-racks or into the rear of cars or vans. All securing of loads to collection vehicles is the responsibility of the Customer. Customers must abide by any instructions given by our staff at the time of collection.
6.2 We shall not be liable for any delay in delivery of the Goods caused by circumstances beyond our reasonable control or your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Time for delivery shall not be of the essence unless previously agreed as such by us in writing. We may deliver the Goods in advance of the quoted delivery date upon giving you reasonable notice.
6.3 Where the Goods are to be delivered in instalments, our failure to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more shall not entitle you to treat the Contract as a whole as repudiated.
6.4 If we fail to deliver the Goods for any reason other than any cause beyond our reasonable control or your fault, and we are accordingly liable to you, our liability shall be limited to the reasonable costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
6.5 Where we are to deliver the Goods:
6.5.1 it is the Customer’s responsibility to inform us of any access restrictions for deliveries. Failure to do so may result in the delivery being postponed and a redelivery charge being incurred;
6.5.2 delivery will be as near to the place where you require delivery to be made as in our driver’s discretion a safe, hard road permits.
6.5.3 you shall be responsible for the safe unloading and storing of the Goods and we shall not be liable for any damage that occurs in the course of unloading. A maximum period of one hour is allowed for the purpose of unloading each vehicle (unless we otherwise agree in writing) and if the unloading period for any reason extends beyond one hour for reasons beyond our reasonable control, we reserve the right to charge you on a time and cost basis at our current rates; and
6.5.4 it is the Customer’s responsibility to arrange safe offloading of the Goods. Where mechanical offload is unavailable or unsuitable, appropriate assistance must be provided by the Customer to assist with manual offload. All operatives must be equipped with suitable protective clothing, gloves, boots etc. Roof sheeting can be both sharp and heavy. Weather conditions should also be taken into account by the Customer when unloading.
6.6 If you fail to take delivery of the Goods at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault), or if you fail to give us adequate delivery instructions then, without prejudice to any other right or remedy available to us, we may:
6.6.1 store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable delivery, storage, selling and administrative expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.
6.7 Goods may be delivered on a pallet with the necessary associated packaging to ensure they arrive with you in the best possible condition. It is your responsibility to dispose of these items in a responsible manner when appropriate.
6.8 When taking possession of any Goods you should ensure that they are stored indoors where possible. At the very least the Goods should remain protected from all weather conditions whilst stored until such time as they are ready to be installed.
6.9 When storing Roofing Sheets and associated products you should ensure they are protected from the elements in order to ensure that they remain in good condition and there is no water ingress between the sheets. Galvanised sheets should always be stored indoors whilst stacked as this will help reduce the possibility of an occurrence of white rust on the Goods.
6.10 Composite Decking and other WPC products should be allowed to acclimatise on site for 48/72 hours prior to being installed.
7. Risk & Property
7.1 Risk of damage to or loss of the Goods shall pass to you:
7.1.1 in the case of Goods to be delivered at our premises, at the time when we notify you that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at our premises, at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when we have tendered delivery of the Goods.
7.2 Notwithstanding delivery and passing of risk in the Goods, then subject to clause 7.3, property in the Goods shall not pass to you until the Company has received in full (in cash or cleared funds) all sums due to it 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 Buyer on any account or under any Contract whatsoever.
7.3 If the Customer resells the Goods before the Company receives payment for the Goods:
7.3.1 it does so as principal and not as the Supplier’s agent;
7.3.2 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs; and
7.3.3 the Customer will account to the Company for the proceeds of the sale.
7.4 Until such time as the property in the Goods passes to you, you shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as our property.
7.5 Until such time as the property in the Goods passes to you (and provided the Goods are in existence and have not been re sold), we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon any of your premises or premises under your control where the Goods are stored and repossess the Goods.
7.6 Our demand for or recovery of the Goods shall not of itself discharge either your liability to pay the whole of the price and take delivery of the Goods or our right to sue for the whole of the price.
8.1 Subject to the limitations and exclusions set out below, we warrant that the Goods will correspond with their specification in all material respects at the time of delivery and will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
8.2 Without prejudice to the foregoing, we offer an extended warranty (“Extended Warranty”) for certain products as set out in clause 8.3 against:
8.2.2 fungal decay;
8.2.3 insect damage; and
8.2.4 rotting or splintering.
8.3 The Extended Warranty applies to the following products and for the following periods:
8.3.1 Composite Decking Boards and Structural Composite Joists: 10 years; and
8.3.2 PVC Decking: 20 years.
9. Limitations and exclusions
9.1 We give the above warranties subject to the following conditions:
9.1.1 The Goods have been used in normal domestic service conditions (or normal commercial conditions in the case of solid boards) and have been properly fitted in accordance with our recommendations, including (without limitation) the following:
188.8.131.52 Composite decking boards: using our recommended joist support spacing (30 to 40 cm), expansion end gap spacing (8mm) and fixing method (T-piece and screw system). The warranty is valid for boards laid narrow groove/woodgrain side up only. Boards laid differently are done at your discretion and you may experience increased slippage and colour change with the boards;
184.108.40.206 Structural joists: using our recommended joist spacing (30 to 40 cm) and recommended joist support (max. 100cm); and
220.127.116.11 PVC decking boards: using our recommended joist support spacing (30 to 40 cm) and fixing method (Speeddekz screws).
9.1.2 We shall have no liability in respect of any defect arising from fair wear and tear, wilful damage, your negligence, abnormal working conditions, movement, distortion, settling or collapse of the ground or supporting structure upon which the decking is installed, failure to follow our instructions (whether oral or in writing), improper installation, misuse, undue care taken when unloading and storing or alteration or repair of the Goods without our approval;
9.1.3 Samples submitted for approval are to demonstrate the general character and substance of the product only. You accept there may be a reasonable amount of deviation from sample to bulk in colour, size or shape;
9.1.4 We shall have no liability in respect of reasonable variations or changes in the colour of the product from board to board at the time of purchase, from order to order and/or over time once the product has been installed. This may be particularly evident with our Woodgrain ranges where the shading on the boards is due to the sanding process. It is not unusual for Woodgrain boards to lighten to a consistent colour within the first 6 – 12 months following installation and any reasonable lightening of this nature shall not be a breach of warranty;
9.1.5 We shall have no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you;
9.1.6 We shall have no liability for any installation, repair, re-installation, removal or labour cost arising from a fault with the Goods;
9.1.7 Warranties are not transferable. Only the purchaser named on the sales invoice, unless otherwise stated at the time of purchase and recorded on the aforementioned sales invoice, shall be entitled to the benefit of any such warranty or guarantee; and
9.1.8 We reserve the right to offer any refund on a pro rata basis to take account of your use of the Goods.
9.2 We give no warranty that the Goods are fit for any particular purpose for which the Customer may require them. You must satisfy yourself before ordering the Goods that they are fit and suitable for the purpose for which you require them.
9.3 Second hand goods are supplied “sold as seen” and no warranty is given.
9.4 Save 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.
10.1 Any claim by you which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification which is or ought reasonably to be apparent on delivery must (whether or not you refuse delivery) be notified to us within 14 days from the date of delivery by email to [email protected]. Your email must include a copy of your proof of purchase and photographic evidence of the alleged fault or damage.
10.2 If delivery is not refused, or you do not notify us of any defect or damage in accordance with clause 10.1, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure. You shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
10.3 The Company operates a 28 day returns policy for non-faulty Goods (from and including the date of delivery or collection, as the case may be). We reserve the right to reject the return of any non-faulty Goods if they are not returned within this period.
10.4 The Company will not collect non-faulty Goods being returned. It is the Buyer’s responsibility to return any non-faulty Goods to the Company’s premises at Beardown Road, Okehampton, EX20 1UA or 55 Reith Way, Andover, Hampshire, SP10 3TY.
10.5 Once non-faulty Goods are received, the Company will inspect the Goods. Subject to the Goods being returned to us in perfect re-sellable condition we will issue you with a refund. We reserve the right to withhold any refund, or part thereof, in the case of the Goods being returned to us in a less than re-sellable condition.
10.6 Once faulty Goods are received, we will inspect the Goods and investigate the issues complained of. If we are satisfied (acting reasonably) that the Goods are defective we shall be entitled to replace the Goods (or the part in question) free of charge, or, at our sole discretion, refund you the price of the Goods (or a proportionate part of the price). We reserve the right to reject any refund, or part thereof or to refuse to replace the Goods, if we find the Goods are not defective or one of the limitations or exclusions set out in clause 9 applies.
10.7 All refunds will be processed using the same method used when payment was made and will be issued with 7 days of the Company’s receipt of the items and proof of purchase.
10.8 We reserve the right to apply a re-stocking charge of 15% of the value of the Goods for any non-faulty Goods returned to the Company.
10.9 The Company will only refund delivery charges for any order where the Company accepts it is at fault.
10.10 Where the Buyer returns Goods which were purchased using a credit card or via Worldpay the Company is entitled to deduct an additional 3% of the purchase price from the value of the refund due to surcharges incurred by the Company at the point of sale.
10.11 Any Goods supplied by the Company as bespoke, cut to length or custom made are not subject to the above returns policy and cannot be returned at any point unless we accept they are faulty.
10.12 In the event that the Buyer cancels a special order (being an order for Goods that are not in stock and/or is required to be specially made or obtained), we reserve the right to charge 100% of our full costs incurred up to the time of receipt of your written cancellation.
11. Limitation of liability
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
11.2.1 death or personal injury caused by negligence;
11.2.2 fraud or fraudulent misrepresentation;
11.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
11.2.4 defective products under the Consumer Protection Act 1987.
11.3 Subject to clause 11.2, the Company's total liability to the Customer in relation to the Contract shall not exceed 150% of the charges payable under the Contract .
11.4 Subject to clause 11.2, we shall not be liable for the following types of loss:
11.4.1 loss of profits;
11.4.2 loss of sales or business;
11.4.3 loss of agreements or contracts;
11.4.4 loss of anticipated savings;
11.4.5 loss of use or corruption of software, data or information;
11.4.6 loss of or damage to goodwill; and
11.4.7 indirect or consequential loss.
11.5 This clause 11 shall survive termination of the Contract.
12.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice if:
12.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
12.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
12.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
12.2 Without limiting its other rights or remedies, the Company may suspend supply of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4, or the Company reasonably believes that the Customer is about to become subject to any of them.
12.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company 's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13.1 A notice served under these Conditions shall be:
13.1.1 in writing, signed by or on behalf of the party giving it and sent for the attention of the person and to the address provided by the Buyer or the Company from time to time; and
13.1.2 delivered personally, sent by commercial courier or pre-paid first-class post or recorded delivery.
13.2 A notice or any other communication given in connection with these Conditions is deemed to have been received:
13.2.1 if delivered personally, at the time of delivery;
13.2.2 if sent by commercial courier, at the time of signature of the courier's delivery receipt; or
13.2.3 in the case of pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting.
14. Dispute Resolution
14.1 If a dispute arises out of or in connection with these Conditions or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in these Conditions, the parties shall follow the dispute resolution procedure set out in this clause:
14.1.1 Either party shall give to the other written notice of the dispute, setting out its nature and full particulars, together with relevant supporting documentation (Dispute Notice). On service of the Dispute Notice the parties shall attempt in good faith to resolve the dispute.
14.1.2 If the parties are for any reason unable to resolve the Dispute within 30 days of the date the Dispute Notice is served, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR Notice) to the other party requesting mediation. A copy of the ADR Notice should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR Notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator.
14.1.3 If the Dispute is not resolved within 45 days after service of the ADR Notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 45 days, or the mediation terminates before the expiration of the said period of 45 days, the Dispute shall be finally resolved by the courts of England and Wales.
15. On screen installation video guides and installation guides
15.1 The installation guides made available by the Company should not be relied upon as advice or as the sole source of information on how to complete a task. Cladco installation guides should be taken as a guide only. Before commencing any DIY task please: assess the risks associated with what you are about to do – taking any necessary precautions; and read and follow all manufacturers' and safety instructions relating to the equipment, products or task you are about to use or carry out. If you are in any doubt, stop immediately and seek advice from a professional. The installation process shown in Cladco installation guides and videos should not be attempted by anyone under the age of 18 or who is inexperienced in DIY. In relation to the Video Guides, all references are correct at the time of filming.
15.2 The Company accepts no liability for any loss, damage or injury arising as a consequence of any reliance placed upon the installation guides, whether by a user of our Digital Services or by anyone who may be informed of their contents.
16. Data Protection
16.1 In this clause 16 the following terms shall have the following meanings:
|Agreed Purposes||means (i) arranging delivery of Goods to end customers and (ii) the administration of the Contract.|
|Data Discloser||means a party that discloses Shared Personal Data to the other party.|
|Data Protection Legislation||means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).|
|Permitted Recipients||the parties to the Contract, the employees of each party and any third parties engaged by a party to perform obligations in connection with the Contract including but not limited to delivery agents for the Goods.|
|Shared Personal Data||the personal data to be shared between the parties under the Contract which shall be confined to the following categories of information and data subject: • names and business contact details of each party’s employees engaged in performing the Contract; and • names, addresses and contact details of end customers of the Goods.|
|UK GDPR||has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.|
16.2 The terms Controller, processor, data subject, personal data, personal data breach and processing shall have the meanings given in the Data Protection Legislation.
16.3 The parties acknowledge and agree that:
16.3.1 they will disclose to each other Shared Personal Data in the connection with the Contract for the Agreed Purposes; and
16.3.2 each party will be an independent controller of any Shared Personal Data.
16.4 Each party shall:
16.4.1 comply with the obligations imposed on a controller under the Data Protection Legislation;
16.4.2 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data for the Agreed Purposes;
16.4.3 process the Shared Personal Data only for the Agreed Purposes;
16.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
16.4.5 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
16.4.6 not transfer any personal data received from the Data Discloser outside the UK without the prior written consent of the Data Discloser.
16.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
16.5.1 promptly inform the other party about the receipt of any data subject rights request;
16.5.2 provide the other party with reasonable assistance in complying with any data subject rights request;
16.5.3 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; and
16.5.4 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on completion or termination of the Contract unless required by law to store the Shared Personal Data.
17. Force Majeure
17.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
17.1.1 difficulty or increased expense in obtaining labour, materials or transport, or other circumstances affecting the supply of Goods or of raw materials by our normal course of supply, or the manufacture of the Goods by our normal means, or the delivery of the Goods by our normal route or means of delivery.
17.1.2 acts of God, flood, drought, earthquake or other natural disaster;
17.1.3 epidemic or pandemic;
17.1.4 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
17.1.5 nuclear, chemical or biological contamination or sonic boom;
17.1.6 any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
17.1.7 collapse of buildings, fire, explosion or accident; and
17.1.8 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
17.1.9 non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
17.1.10 interruption or failure of utility service.
17.2 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.
17.3 The party affected by the Force Majeure Event will use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
18.1 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. All Information on our website and given by our sales team is for guidance only, unless expressly set out in the Contract.
18.2 A waiver of any right or remedy is only effective if given in writing. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
18.3 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.
18.4 These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
18.5 The parties submit to the exclusive jurisdiction of the English Courts.