Equip Outdoor Technologies UK LTD Terms and Conditions for the Supply of Goods

The Buyer’s attention is drawn in particular to the provisions of Clause 10.

1. INTERPRETATION

(a) Definitions
In these Conditions, the following definitions apply:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Buyer” means the person, firm or company who purchases the Goods from the Seller.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with clause 2 (i)
“Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Force Majeure Event” means any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented including, without limitation, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery and fire;
“Goods” means the goods which are the subject of the Contract or Contracts to which these conditions apply.
“Order” means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller's quotation or overleaf, as the case may be
“The Seller” means Equip Outdoor Technologies Ltd
(b) Construction
In these Conditions, the following rules apply:
(i) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(ii) A reference to a party includes is personal representatives, successors or permitted assigns.
(iii) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(iv) Any phrase introduced by the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.
(v) A reference to writing or written includes faxes and e-mails.

2. GENERAL

(a) Unless otherwise expressly agreed in writing by the Seller, every sale of the Goods by the Seller to the Buyer will be subject to these Conditions, which apply to the Contract to the exclusion of any other terms that the Buyer may seek to impose or incorporate, whether contained in any earlier set of conditions issued by the Seller or in a form of order or any other document issued by the Buyer or the Buyer’s agents or which are otherwise implied expressly or by incorporation by trade, custom, practice, course of dealing or otherwise
(b) An Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
(c) Commitments made by the Seller’s agents, representatives or employees, whether verbal or in writing, will not constitute a binding contractual offer or acceptance unless and until they are confirmed formally in writing by the Seller signed by a duly authorised representative of the Seller, at which point a Contract will come into existence.
(d) Once accepted by the Seller, a special order for any non-standard/non-stocked Goods (meaning Goods which have been ordered to the Buyer’s own instructions and which would not otherwise be held on stock by or on behalf of the Seller) is binding and cannot be cancelled.
(e) The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
(f) A quotation for the Goods given by the Seller will not constitute an offer. A quotation will only be valid for a period of 30 days from its date of issue.
(g) The Seller reserves the right to cease supply of Goods to the Buyer at any time.
(h) The Seller reserves the right to alter discount arrangements or credit terms at any time.
(i) The Seller may revise and amend these Conditions from time to time for any reason including (without limitation) to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements. The Buyer will be subject to the Conditions in force at the time of any Order, unless any change to these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed). The Seller will have the right to assume that the Buyer has accepted any such change unless notified to the contrary within thirty days of receipt of any notification.

3. DESCRIPTION OF GOODS

(a) Except as otherwise agreed in these Conditions or expressly agreed in writing by the Seller, all descriptive matter, samples, specifications, catalogues, illustrations and other advertising matter (including, without limitation, any information relating to the Goods contained in a website, electronic communication or broadcast advertisement) are published or issued for the sole purpose of giving an approximate idea of the Goods described in them and no information contained in any of them or in any other document or communication (whether electronic or otherwise) will form part of the contractual description of the Goods, nor will they form part of the Contract or have any contractual force.
(b) The Seller reserves the right to make without notice such reasonable modifications to specifications, descriptions, designs, materials or finishes as it deems necessary or desirable. The Buyer will not be entitled to object to or reject the Goods or any of them by reason of such reasonable modifications.

4. GOODS

The Goods are described in the Seller's catalogue and price list in force from time to time.

5. DELIVERY

(a) The Seller will ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Seller and Buyer reference number, the type and quantity of the Goods (including the reference number of the Goods, where applicable).
(b) The Seller will deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing from time to time (“Delivery Location”) at any time after the Seller notifies the Buyer that the Goods are ready. Any international delivery will be subject to the Incoterms as notified by the Seller to the Buyer which are hereby incorporated. In the event of conflict, the Incoterms will take precedence.
(c) Delivery of the Goods will be completed on the Goods’ arrival at the Delivery Location.
(d) Unless otherwise specifically stated orders less than the value stated in the Electronic Order Pad will be subject to an additional carriage fee and small order fee as advised by the Seller from time to time.
(e) The Seller will not be liable in respect of any loss or damage to the Goods in transit unless notice in writing is given to the carrier and to the Seller within the period specified in the contract of carriage.
(f) Any times or dates quoted by the Seller for delivery of Goods are intended as a guide and are approximate only, and whilst every endeavour will be made to adhere to such times or dates time of delivery is not of the essence. The Seller will not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
(g) The Seller will have no liability for any Failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods
(h) The quantities of any consignment of Goods ascertained by the Seller upon despatch from the Seller‘s premises will be prima facie evidence of the quantity received by the Buyer on delivery;
(i) The Buyer will thoroughly inspect the Goods immediately on delivery and will, within five Business Days of delivery, give notice to Seller in writing of any matter whereby the Buyer may allege that the Goods are not in accordance with the delivery documentation. In the event that the Buyer establishes to Seller’s reasonable satisfaction that the Goods are not in accordance with delivery documentation the Buyer’s remedy will be limited to replacement of the goods or refund of the purchase price, as Seller may elect.
(j) If for any reason the Buyer fails to accept delivery of the Goods within five Business Days of being advised by the Seller that the Goods are ready for delivery or, the Buyer fails to collect the Goods within five Business Days (or such longer period as may be agreed in writing between Buyer and Seller from time to time) of being advised by the Seller that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract:
(i) delivery of the Goods will be deemed to have been completed at 9:00 am on the fifth Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and
(ii) the Buyer will remain liable to pay the price for the Goods with interest at the times and at the rate specified in these Conditions and without prejudice to any other right conferred upon it in that event by these terms or by law, the Seller will be entitled to store the Goods. The Buyer will be liable to the Seller for the reasonable cost of such storage (including insurance) and the Goods will be stored entirely at the Buyer’s risk;
(iii) If 10 Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods.
(k) The Buyer will not be entitled to reject the Goods if the Seller delivers up to and including 5% more or less than the quantity of Goods ordered but a pro rata adjustment will be made to the Order invoice on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.
(l) The Seller may deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment will constitute a separate contract. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.
(m) Notwithstanding the provisions of clause 5 (k) above, any failure to accept delivery of and/or pay for any delivery by instalment will entitle the Seller at its option to treat the Contract as repudiated or alternatively to store the Goods at the Buyer’s risk and the Buyer will be liable to the Seller for the reasonable cost of doing so.
(n) The Seller will have the right at any time to cancel the Contract as regards the whole or any part of the Goods not accepted or collected by the Buyer or as regards any balance which the Seller cannot deliver by reason of the Buyer’s default hereunder in each case without prejudice to any claim for damages which the Seller may have.

6. RIGHT OF SALE

The Seller contracts to sell its products to the Buyer on the basis that all goods purchased are for sale directly to the consumer. Any on-selling to any other wholesaler, retailer or internet site is not authorised by the Seller and is strictly prohibited. Any on-selling by the Buyer to another wholesaler, retailer or internet site, will constitute a breach of these Conditions and the Seller reserves the right to terminate the Contract in such circumstances.

7. FORCE MAJEURE

(a) If a Force Majeure Event prevents or hinders the Seller from delivering the Goods in accordance with the Contract, the date for delivery will be extended by the period of delay caused by the Force Majeure Event. A Force Majeure Event means any event beyond the Seller's reasonable control, which by its nature could not have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own work force 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, electromagnetic pulse, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers of subcontractors.
(b) If the period of delay caused by a Force Majeure Event extends beyond a reasonable period then either party may terminate the Contract by written notice to the other as regards any Goods undelivered, provided that if the Buyer cancels the Contract the Seller may by counternotice in writing given within 20 Business Days of such cancellation require the Buyer to take and pay for at the proper proportion of the Contract price any of the Goods purchased for the purpose of the Contract for which there is no other market readily available to the Seller at the Contract price;
(c) If, pursuant to sub-clause (a) above, the Seller supplies Goods to the Buyer to an amount less than the quantity of Goods specified in the Contract or supplies any Goods at a date later than in accordance with Clause 5 above the Buyer will accept and pay for the Goods supplied.
(d) The Seller will have no liability to the Buyer whatsoever in the respect of any failure by the Seller to perform the contact in whole or in part by reason of a Force Majeure Event

8. PRICE

(a) The price of the Goods will be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's published price list in force as at the date of delivery.
(b) Prices of Goods quoted by the Seller in its acceptance of orders are based on costs prevailing at the time of acceptance. The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(i) Any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in takes and duties and increases in labour, materials and other manufacturing costs).;
(ii) Any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or
(iii) Any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate of accurate information or instructions.
(c) The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which will be invoiced to the Buyer.
(d) The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Buyer will, on receipt of a valid VAT invoice from the Seller, pay to
the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
(e) The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.

9. PAYMENT

(a) Unless otherwise agreed by the Seller in writing, payment in respect of Goods and charges invoiced at the Quoted Price as hereinafter defined will be due on the invoice date and payable by the 30th day of the month following the month of invoice to the bank account nominated in writing by the Seller;
(b) Without prejudice to the generality of sub-clause (a) above in the event that any discount (whether for quantity or otherwise) will be agreed between the Buyer and the Seller upon the price quoted by the Seller (and if applicable increased pursuant to Condition 8 hereof) (such price being hereafter called “the Quoted price”) the invoice rendered by the Buyer to the Seller will show the Quoted Price and the agreed discount separately and the Buyer will not be entitled to the benefit of the agreed discount unless payment is received by the Seller strictly in accordance with the provisions of sub-paragraph (a) above;
(c) Time for payment will be of the essence;
(d) Interest (which will be payable on demand) will be payable at the rate of 3% per annum over Bank of England Base rate from time to time in for and will accrue on a daily basis on :-
(i) all overdue payments and
(ii) the price of any Goods of which the Buyer will have failed to take delivery, such interest continuing to accrue until the date they are actually delivered to the Buyer or otherwise disposed of;
(e) In the event of late payment of any sum or sums (in addition to any interest payable under Clause 9 (d) hereof) the Buyer will pay to the Seller the amount of all costs and charges incurred by the Seller in the recovery of any such overdue sum or sums including any and all legal costs paid to any debt collection agency or Solicitor and the amount of any bank charges incurred by the Seller as a consequence of such late payment.
(f) The Buyer will pay the price of the Goods (including any increased price pursuant to Clause 8 hereof) and all charges due hereunder without any deduction or withholding (save in respect of any discount shown upon the invoice relating to the Goods and allowable strictly in accordance with sub-paragraph (b) above) and the Buyer will not be entitled to assert any set-off or counterclaim against the Seller in order to justify withholding payment of such amount in whole or in part The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

10. DAMAGE OR DEFECTS

(a) In the case of Goods manufactured or processed by the Seller, the Seller warrants that subject to the normal limits of industrial quality the Goods will at the time of delivery be reasonably fit for any purpose of which the Buyer has given appropriate written details to the Seller prior to the Contract and free from defects in workmanship and materials. If any goods do not conform to that warranty the Seller will at its option repair or replace the Goods or refund the price of the defective Goods in full.
(b) The foregoing warranty is conditional upon all of the following:-
(i) Buyer giving written notice to the Seller of the alleged defect in the Goods within five Business Days of the time when the Buyer discovers or ought to have discovered the defect and in any event within six months of delivery of the Goods;
(ii) the Buyer affording the Seller a reasonable opportunity to inspect the Goods or if so requested by the Seller returning the allegedly defective Goods to the Seller’s works with carriage paid for inspection to take place there;
(iii) the Buyer making no further use of the Goods after the time at which the Buyer discovers or ought to have discovered the defect;
(iv) the defective Goods having been stored, serviced, used and maintained in accordance with any instructions issued by the Seller or in accordance with general trade practice in respect of the Goods;
(v) there having been no fair wear and tear, wilful damage, negligence, misuse or abnormal storage of or to the Goods by the Buyer, its servant or agents;
(vi) the Goods not having been altered, cut or repaired by any person other than the Seller or those authorised to do so by the Seller.
(vii) the Goods not differing from their description as a result of changes made to ensure they comply with applicable statutory or regulatory
requirements.
(c) The liability of the Seller to the Buyer under sub-paragraph (a) of this Condition for indirect or consequential loss or damage howsoever caused will be limited to those risks in respect of which the Seller maintains a policy or policies of insurance PROVIDED THAT the liability of the Seller hereunder will in no case exceed the amount actually recovered by the Seller from its insurer in respect of any such insured risk.
(d) Except as provided for in this clause 10 the Seller will have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 10 (a)
(e) Save as otherwise provided in sub-clause (a) and (c) hereof and to the fullest extent permitted by law:-
(i) all conditions, warranties and other terms which might otherwise be implied are hereby expressly excluded from the Contract;
(ii) the Seller will be under no liability in any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss or damage howsoever caused which arises in respect of the Buyer’s liability to any third party;or any direct or indirect or consequential loss or damage howsoever caused arising under or in connection with the Contract.
(f) Nothing herein contained will be construed as an attempt to exclude or limit the liability of the Seller for:
(i) death or personal injury cause by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(iv) defective products under the Consumer Protection Act 1987; or
(v) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
(g) In the event of any claim under warranty, guarantee or consumer protection law, the Seller requires that the Goods in dispute be returned for inspection.
(h) The Seller’s total liability to the Buyer 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, will in no circumstances exceed the price of the Goods.
(i) Where Goods are not manufactured or processed by the Seller:-
(i) then at the Buyer’s request the Seller will in the event of the Goods being defective by reason of defective workmanship or materials, assign to the Buyer such rights (if any) in respect of such defects as the Seller has against the person, firm or company who supplies such Goods or part to the Seller and such assignment will be in full settlement of any claims the Buyer may have against the Seller in respect of or arising as a consequence of such defects;
(ii) the Seller gives no warranty as to the validity or enforceability of any patent, registered design, copyright and other intellectual property right, now known or arising in the future and whether registered or unregistered in or in connection with the Goods.

11. SELLER’S LIEN

The Seller will in respect of all sums due or owing from the Buyer under the Contract or any other contract between the Buyer and the Seller have a general lien on all goods and property of the Buyer in the Seller’s possession (although such Goods or some of them may have been paid for) and will after the expiration of 10 Business Days’ written notice to the Buyer be entitled to dispose of such goods and property as it deems fit and apply the proceeds towards such sums.

12. SAMPLE FOR INSPECTION

Any sample of the Goods exhibited to and inspected by the Buyer, is exhibited and inspected solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The Buyer will take the Goods at its own risk as to their corresponding with the said sample and subject to the normal variation between bulk and sample accepted by the trade.

13. TERMINATION OR CANCELLATION

(a) If the Buyer becomes subject to any of the events listed in clause 13 (b), or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer will become immediately due.
(b) For the purposes of clause 13(a), the relevant events are:
(i) the Buyer 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) the Buyer 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 Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer];
(iii) (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 Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(iv) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(v) a creditor or encumbrancer of the Buyer 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 10 Business Days;
(vi) (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 Buyer;
(vii) (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
(viii) a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
(ix) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13 (b) (i) to clause 13(b) (vii) (inclusive);
(x) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Buyer 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.
(m) non-payment by the Buyer of any monies due from it to the Seller;
(c) The exercise of the rights conferred by this Condition will be without prejudice to any other right enjoyed by the Seller pursuant to these Conditions by law, including in particular the right to recover the Goods or the proceeds thereof from the Buyer pursuant to Condition 11 hereof.

14. TITLE AND RISK

(a) The risk in the Goods will pass to the Buyer on completion of Delivery.
(b) Title to the Goods will not pass to the Buyer until the Seller has received payment in full (in cash or in cleared funds) for the Goods and any other goods whether under this Contract or otherwise that the Seller has supplied to the Buyer in respect of which payment has become due;
(c) This clause will apply notwithstanding that the Goods have been affixed to or incorporated in any item of real property;
(d) Until title to the Goods has passed to the Buyer in accordance with sub-paragraph (a) (i) of this Condition or otherwise, the Buyer will:
(i) hold the Goods as bailee on a fiduciary basis; will
(ii) store them in such a way that they are identifiable as the property of the Seller and are separate from all other goods in the possession of the Buyer;
(iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price form the date of delivery;
(vi) notify the Seller immediately if it becomes subject to any of the events listed in clause 13 (a) (i) and (ii) and
(vii) give the Seller such information relating to the Goods as the Seller may require from time to time.
(e) If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 13 (a) (i) and (ii), or the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold in accordance with the provisions of clause 12 (d) or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
(f) Notwithstanding sub-paragraph (a) of this Condition the Buyer will be entitled to use or sell the Goods in the normal course of the Buyer’s business but only on the following conditions:-
(i) if the Goods at the time of sale by the Buyer remain identifiable and unincorporated and unmixed with other goods then the Buyer will sell the Goods on behalf of the Seller and the proceeds of sale will be held in trust for the Seller in a separate identified account;
(ii) if the Goods are prior to sale by the Buyer made up or incorporated in or mixed with other goods then if they remain separately identifiable the Seller will retain title thereto and if they do not remain separately identifiable the Seller will become a joint owner of the goods in or with which the Goods are incorporated or mixed in such proportion as the value of the Goods bears to the value of the goods in which the Goods are so incorporated or mixed;
(iii) if the Buyer sells the Goods or goods in or with which the Goods have been incorporated or mixed the sale will be on behalf of the Seller as joint owner thereof as the case may be and the proceeds of any such sale (or the Seller’s share thereof if the sale is of jointly owned property) will be held in trust for the Seller and in a separate identified account;
(g) Nothing in this Condition will in any way limit, modify or waive the Buyer’s obligation to pay for the Goods in accordance with these Conditions and the Contract.

15. INTELLECTUAL PROPERTY

(a) The Buyer will not use the Goods for the purpose of designing or manufacturing similar or identical goods without the Seller’s prior written consent. All patent, registered design, copyright and other intellectual property rights, whether subsisting now or in the future and whether registered or unregistered in or in connection with the Goods which the Seller may have will remain the property of the Seller;
(b) The Buyer will indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s instructions which involves the infringement of any intellectual property right whether subsisting now or in the future and whether registered or unregistered.

16. INDEMNITY

The Buyer will indemnify the Seller against all costs, claims, demands, proceedings, charges and expenses for which the Seller may become liable in respect of the Goods except to the extent that liability is specifically imposed upon the Seller by statute or assumed by the Seller under these Conditions.

17. COMPLIANCE WITH RELEVANT REQUIREMENTS

(a) The Buyer will:
(i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(iii) comply with the Seller's Ethics, Anti-bribery and Anti-corruption Policies where notified of them and any relevant industry code on Anti-Bribery, in each case as the Seller or the relevant industry body may update them from time to time (“Relevant Policies”).
(iv) have and will maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Polices and clause 17 (a) (ii) and will enforce them where appropriate;
(v) promptly report to the Seller any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with the performance of this agreement;
(vi) immediately notify the Seller (in writing) if a foreign public official becomes an officer or employee of the Buyer or acquires a direct or indirect interest in the Buyer (and the Buyer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement);
(vii) within 12 months of the date of this agreement, and annually thereafter, certify to the Seller in writing signed by an officer of the Buyer,
compliance with this clause 1 by the Buyer and all persons associated with it under clause 17 (b). The Buyer will provide such supporting
evidence of compliance as the Seller may reasonably request.
(b) The Buyer will ensure that any person associated with the Buyer who is providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Buyer in this clause 17 (“Relevant Terms”). The Buyer will be responsible for the observance and performance by such persons of the Relevant Terms, and will be directly liable to the Seller for any breach by such persons of any of the Relevant Terms.
(c) For the purpose of this clause 17, the meaning of “adequate procedures” and “foreign public official” and whether a person is associated with another person will be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 17, a person associated with the Buyer includes but is not limited to any subcontractor of the Buyer.

18. SEVERANCE

The invalidity or unenforceability of any of these Conditions or of any part of any of these Conditions will not prejudice or affect the validity or enforceability of the remainder.

19. WAIVER

Any failure by the Seller to exercise any rights under these Conditions will not constitute a waiver or prevent the subsequent exercise of such rights.

20. VARIATION

Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, will only be binding when agreed in writing and signed by the Seller.

21. NOTICE

Any notice required to be given or served hereunder will be addressed in the case of a notice to be given to or served on the Buyer at the address of the Buyer shown on the Contract or invoice and in the case of the Seller at its registered office for the time being and may be given or served either (a) by letter by leaving the same or sending the same by first class post in a pre-paid envelope and a notice so given or served will be deemed to have been given or served
(i) on the day it was so left or (ii) on the day following that on which it was posted if the address of the Seller and the Buyer will both be within the United Kingdom or
(iii) within 3 days of the date of posting otherwise or (b) by telex, cable or facsimile transmission and a notice so given or sent will be deemed to have been given or served within 24 hours of transmission.

22. THIRD PARTY RIGHTS

A person who is not a party to the Contract will not have any rights under or in connection with it.

23. GOVERNING LAW AND JURISDICTION

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)
will be governed

 
     
     
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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