1. Interpretation

1.1. The following definitions are used throughout the Terms and Conditions:

1.2. Construction. In these Conditions, the following rules apply:

a. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

b. A reference to a party includes its successors or permitted assigns.

c. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statue or statutory provision, as amended or re-enacted.

d. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

e. A reference to writing or written includes emails.

2. Basis of Contract and Customer Warranty

2.1. The Customer warrants that it is not a Consumer and does not have any right under the CRA Legislation.

2.2. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.3. The Order will be deemed to be accepted:

a. When the Supplier issues written acceptance of the Order (excluding Bespoke Goods).

b. When the Supplier issues written acceptance of the Bespoke Goods Specification, or the Services Specification (as applicable) (Bespoke Goods).

2.4. All Orders placed are subject to availability.

2.5. Where an Order is placed by an Online Customer, if the Goods are not in stock, no longer available, mispriced or if the Supplier is unable to supply the Goods, the Customer will be notified by email or telephone as soon as reasonably practicable, and the Order cancelled. If payment has already been taken, the Supplier will refund the Customer within 7 Business Days.

2.6. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made by (or on behalf of) the Supplier which is not set out in the Contract.

2.7. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations of the Goods and Services contained in the Supplier’s catalogues, brochures or on the Site are for illustrative purposes only. They do not form part of the Contract or have any contractual force.  Although the Supplier has used reasonable effort to display colours accurately, the Goods may vary from the images when installed on the Customer site.

2.8. 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 trade, custom, practice or the course of dealing.

2.9. Unless otherwise expressly stated, any quotation given by the Supplier does not constitute an offer and a Contract can only be formed in accordance with Clause 2.3. This is only valid for a period of 90 calendar days from its date of issue, provided the Supplier does not withdraw it earlier.

2.10. All of these Conditions apply to the supply of both Goods and Services except where application to one or the other is specified.

2.11. The use of the Site is governed by the Supplier’s Terms of Website Use and Website Acceptable Use Policy attached as Schedule 1.

3. Goods

3.1. Goods and Services are described as follows:

a. Goods (excluding Online Goods and Bespoke Goods) are described in the quotation or the Supplier’s acknowledgement of the Order (whichever is dated later).

b. Bespoke Goods are described in the Bespoke Goods Specification.

c. Online Goods are described on the Site.

d. Services are detailed in the Services Specification.

3.2. Bespoke Goods are manufactured and supplied in accordance with the Bespoke Goods Specification provided by the Customer. The Customer agrees to indemnify the Supplier against all liabilities, costs, expenses, damages, and losses[1] incurred by the Supplier in connection with any claim for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of the use of the Bespoke Goods Specification.

This clause will survive termination of the Contract.

3.3. The Supplier reserves the right to amend the Bespoke Goods Specification if this is necessary because of applicable statutory or regulatory requirements.

[1] This includes direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, legal and professional costs, and expenses suffered by the Supplier.

4. Delivery of Goods

4.1. The “Delivery Point” will be:

a. The address provided by the Online Customer as the “delivery address” on the Site (Online Goods).

b. The address provided in the Order (all other Goods). The Supplier will notify the Customer on receipt of the Order if it is unable to deliver to that location.

c. The Supplier’s premises if it has been agreed that the Customer (or its representative) will collect the Goods from the Supplier.

4.2. Unless otherwise agreed in writing, delivery of the Goods and Services will take place at the Delivery Point.

4.3. When the Goods and Services are ready for delivery or collection (as applicable), the Supplier will contact the Customer to confirm the delivery time (“Delivery Date”).

4.4. The Customer will take delivery of the Goods and Services on the Delivery Date, ensuring that an authorised person is present to accept delivery of the Goods and/or to facilitate the Services (where applicable).

4.5. Delivery of the Goods will be completed on their arrival at the Delivery Point (or prior to loading if the Goods are being collected from the Supplier’s premises).

4.6. The Supplier 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 does not entitle the Customer to cancel a later instalment.

4.7. Any dates specified by the Supplier for delivery of the Goods and the provision of the Services are intended to be an estimate. If no dates are specified, delivery will be within  a reasonable time.

4.8. The Customer will provide adequate and appropriate equipment and manual labour at the Delivery Point for unloading the Goods.

4.9. The Customer will be responsible for the disposal of all waste and packaging arising from the supply of the Goods and Services.

4.10. The Supplier will not be liable for any delay in delivery of the Goods caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.

4.11. If for any reason the Customer fails to accept delivery of any of the Goods on the Delivery Date, or the Supplier is unable to deliver the Goods or provide the Services on time because the Customer has not provided appropriate instructions, documents, licences, authorisations, or access to the Delivery Point:

a. Delivery of the Goods will be deemed to have been completed on the Delivery Date.

b. Risk in the Goods will pass to the Customer (including for loss or damage caused by the Supplier’s negligence).

c. The Supplier may store the Goods until delivery and charge the Customer for all related costs and expenses (including, without limitation, storage, and insurance).

d. Payment for the Goods will become due (if this has not already been made).

4.12. The Customer is expected to accept delivery or collect the Goods within 10 Business Days of the Supplier notifying they are ready for delivery or collection. Failure to do so may result in the Supplier reselling or otherwise disposing of the Goods.  Any costs and expenses incurred or any shortfall below the Price of the Goods will be charged to the Customer.

4.13. The Customer is responsible for obtaining any required import licenses or consents (at its own cost). These must be made available to the Supplier prior to the relevant shipment.

4.14. The Supplier will ship international orders under Incoterms 2020 – DAP (either to door or named sea/airport) as standard unless any other Incoterm has been otherwise specified.

5. Non-Delivery

5.1. The quantity of any consignment of Goods as recorded by the Supplier on despatch will be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence proving the contrary.

5.2. The Supplier will not be liable for any non-delivery of Goods and/or non-performance of Services (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier within 3 Business Days of the delivery date. Refer to the Supplier’s returns policy found on the Site for further guidance.

5.3. If the Supplier fails to deliver the Goods, its liability will be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

The Supplier will have no liability for any failure to deliver the Goods where the failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

6. Quality of Goods

6.1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“warranty period”) the Goods will:

a. Conform in all material respects with their description and any applicable Bespoke Goods Specification.

b. Be free from material defects in design, material, and workmanship.

c. Be fit for any purpose expressly held out by the Supplier.

An extended warranty period of 60 months from the date of delivery will be in place where the Supplier has supplied and installed a Facility, and the Customer has entered into a Validation and Service Agreement.

6.2. The Supplier will repair or replace any defective Goods or refund the price of the Defective Goods[2] in full, providing:

a. The Customer gives notice in writing during the warranty period or the extended warranty period that some or all of the Goods are defective and do not comply with the terms of the warranty.

b. The Supplier is given a reasonable opportunity to examine the Goods.

c. The Customer (if asked to do so) returns the Goods to the Supplier or makes them available to be collected.

This is subject to Clause 6.3 and the terms of the Validation and Service Agreement (in the case of a Facility).

6.3. The Supplier will not be liable for the Goods’ failure to comply with the warranty in Clause 6.1 if:

a. The Customer fails to comply with the Validation and Service Agreement, fails to make payment owing to the Supplier or prevents or hinders the service and maintenance of the Facility.

b. The Customer makes any further use of the Goods after discovery of the defect or after giving notice of the defect in accordance with Clause 6.2.

c. The defect arises because the Customer failed to follow the reasonable instructions of the Supplier or manufacturers. These can be oral or written instructions relating to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice.

d. The defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer.

e. The Customer or any third party alters or repairs such Goods without the written consent of the Supplier.

f. The defect arises as a result of fair wear and tear (including expiration of any consumables including, but not limited to, light bulbs, batteries, and filters), wilful damage, negligence, or abnormal working conditions.

g. The Customer has failed to make payment in full for the Goods.

h. The Goods differ from the Bespoke Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

6.4. The Customer will be responsible for the Supplier’s standard fees in respect of any engineer call-out in the circumstances set in Clause 6.3 above.

6.5. Except as provided in this Clause, the Supplier will have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 6.1.

6.6. The terms of these Conditions apply to any repaired or replacement Goods supplied by the Supplier under Clause 6.2.

[2] For the avoidance of doubt, this applies only to the Defective Goods and not any other Goods provided by the Supplier that are not defective.

7. Title and Risk

7.1. The risk in the Goods passes to the Customer on completion of delivery.

7.2. Title to the Goods does not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.

7.3. Until the title to the Goods has passed to the Customer, the Customer must:

a. Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property.

b. Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.

c. Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery.

d. Notify the Supplier immediately if it becomes subject to any of the events listed in Clause 14.1(b) to clause 14.1(m).

e. Give the Supplier information relating to the Goods as required by the Supplier.

7.4. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Clause 14.1(b) to Clause 14.1(m), the Supplier may at any time[3]:

a. Require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product.

b. If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

[3] This does not limit any other remedy available to the Supplier.

8. Supply of Services

8.1. The Supplier will provide the Services to the Customer in accordance with the Service Specification

8.2. The Supplier will do its best to meet any performance dates for the Services specified in the Service Specification. The dates are estimates only, and do not form the essence of the contract.

8.3. The Supplier has the right to make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services. The Supplier will notify the Customer if this is necessary.

8.4. The Supplier promises the Services will be provided using reasonable care and skill.

9. Customers Obligations

9.1. The Customer will:

a. Ensure the terms of the Order and (if submitted by the Customer) the Bespoke Goods Specification are complete and accurate and match the Customer’s requirements.

b. Co-operate with the Supplier in all matters relating to the Services.

c. Provide the Supplier with access to the premises where the Services are required.

d. Provide the Supplier with all the information and materials required to enable the supply of the Services, and ensure the information is accurate.

e. Prepare the Customer’s premises for the supply of the Services in accordance with all written and oral instructions given by the Supplier.

f. Obtain and maintain all necessary licenses, permissions and consents required for the Services before the date on which they are set to start.

g. Keep and maintain all materials, equipment, documents, and other property of the Supplier at the Customer’s premises in safe custody until returned to the Supplier. They must not be disposed of without the Supplier’s written instructions or authorisation.

9.2. Where the Goods are being delivered and used outside of the United Kingdom, the Customer is responsible for informing the Supplier of all laws and regulations affecting the manufacture, sale, packaging and labelling of the Goods which are in force within the territory to which the Goods are being delivered or intended for use.

The Supplier will not be liable for any costs incurred or losses sustained by the Customer (or any third party) as a result of the Customer’s failure to provide accurate information.

9.3. The Supplier is be entitled to use reasonable commercial efforts to ensure the Goods comply with Local Regulations and whether to decline to accept the Order.

9.4. If the Supplier’s performance in respect of the Services is prevented or delayed by an act, omission, or failure of the Customer[4]:

a. The Supplier has the right to suspend performance of the Services until the Customer resolves the situation satisfactorily.

b. The Customer will reimburse the Supplier for any costs or losses sustained or incurred arising directly or indirectly from the Customer’s actions.

[4] This does not limit any other remedy available to the Supplier.

10. Charges and Payment

10.1. The price of the Goods and Services will be set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list as at the Delivery Date. The price is exclusive of all costs associated with loading, unloading, packaging, insurance, import duties, taxes, and transport of the Goods.  Additional costs will be communicated to the Customer.[5]

10.2. The price of Goods may be quoted in pounds sterling (GBP), Euros, and/or US Dollars. Where a choice of currency is offered, the Customer may opt to pay in any offered currency.  The daily exchange rate of the National Westminster Bank Plc (“Natwest Rate”) will be used to convert payment in a different currency to GBP.

10.3. For orders of Bespoke Goods, up to two revisions of the Bespoke Goods Specification are permitted. Additional charges will be made for more than two changes, and these will be notified to the Customer in writing.

10.4. The Supplier reserves the right to increase the price of the Goods prior to delivery[6], to reflect any increase in the Cost of Goods due to:

a. Any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials, and other manufacturing costs.

b. Any request by the Customer to change the delivery date, quantities, types of Goods ordered or the Bespoke Goods Specification.

c. Any delay caused by inaccurate or inadequate instructions for delivery provided by the Customer.

10.5. The Customer is expected to make payment to the Supplier on the basis of the original Order, in accordance with these Conditions. Changes to delivery dates, quantities, types of Goods ordered or changes to the Bespoke Goods Specification will not entitle the Customer to delayed or extended payment terms.

10.6. Payment terms will be clearly documented in the Order and discussed fully with the Customer. In respect of Bespoke Goods, Facilities and Services, the Supplier will invoice the Customer for part payment of the fees on placement of the order (deposit).  The remainder will be invoiced in line with the payment structure outlined and agreed in the Order.

10.7. The deposit is non-refundable and will be retained by the Supplier if the Order is cancelled by the Customer[7]. If the deposit remains unpaid when the order is cancelled, the Customer remains liable for payment of the deposit.

10.8. If the Customer cancels the Order after notification of the Delivery Date, the Supplier will be entitled to retain the deposit and invoice the Customer for a further 25% of the Contract Price by way of liquidated damages.

10.9. The parties acknowledge and agree that these sums present a genuine pre-estimate of the loss the Supplier would suffer if the Customer cancelled an Order for Bespoke Goods, Facilities or Services.

10.10. For all Goods (with the exception of Bespoke Goods and Online Goods) the Supplier will invoice the Customer:

a. At any time following despatch of the Goods, or when the Supplier notifies the Customer the Goods are ready for delivery, whichever is earlier (Customers with agreed credit accounts).

b. At any time prior to despatch of the Goods to the Customer (Customers without agreed credit accounts).

10.11. The Customer will pay each invoice:

a. Within 30 days of the date of the invoice.

b. In full and in cleared funds to a bank account nominated in writing by the Supplier or by another method agreed by both parties.

10.12. Where a Customer does not have an agreed credit account with the Supplier the Supplier shall be under no obligation to despatch the Goods until such time as payment has been received in full and in cleared funds by the Supplier.

10.13. Prices of Online Goods will be as quoted on the Site at the time the Customer submits the Order.

10.14. Prices for Online Goods may change from time to time, but changes will not affect Orders already placed.

10.15. Prices for Online Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK[8]. If the rate of VAT changes between the date of the Supplier’s Order and the Delivery Date, the Supplier will be entitled to payment of the difference (unless payment has been made in full before the change takes place).

10.16. Subject to Clauses 10.26 and 10.27, international (non UK) Customers will not be charged tax, and this liability will be the responsibility of the Customer at the point of import.

10.17. The Supplier will request payment for Online Goods:

a. When the Order is placed by the Customer.

b. Or, by submitting an invoice to the Customer at any time on or after the Order is placed.

10.18. Unless otherwise expressly stated, all invoices are payable no later than 30 days from the date of the invoice.

10.19. Time for payment by the Customer in all cases shall be of the essence of the Contract.

10.20. If the Customer has agreed separate credit terms and has a credit account with the Supplier, payment may be made in accordance with agreed terms. Credit accounts will be issued at the Supplier’s sole discretion, subject to status and satisfactory credit checks[9].

10.21. The Supplier reserves the right to suspend or terminate any credit accounts without prior notice to the Customer.

10.22. Subject to Clauses 10.15 and 10.16, all amounts payable by the Customer under the Contract are exclusive of VAT. Where any taxable supply of Goods and Services for VAT purposes is made under the Contract, the Customer will, on receipt of a valid VAT invoice from the Supplier, pay the additional amounts in respect of VAT.

10.23. If the Customer fails to make any payment by the due date, the Customer will pay interest on the overdue amounts at the rate of 5% per annum above the National Westminster bank’s base rate. Interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement.  The Customer will pay the interest together with the overdue amount.

10.24. The Customer will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may offset any amount owing to it by the Customer against any amount payable by the Supplier to the Customer[10].

10.25. The Supplier reserves the right to withhold, delay or suspend delivery of any Goods where any payment is outstanding and owed by the Customer to the Supplier.

10.26. The Supplier will provide an invoice that follows HMRC guidelines for a VAT invoice to include the Supplier’s full company name as it appears of the Certificate of Incorporation, address and contact information, the Customer’s company name and address, a clear description of what is being charged for, the date the goods and services are provided, the date of the invoice, the amount being charged, VAT amount if applicable and the total amount owed. VAT will be charged at the current standard rate (currently 20) on most goods and services unless the goods and services are classed as reduced or zero-rated.

10.27. The Supplier will charge zero-rated VAT on goods and services if they are exported from Mainland UK. The Supplier will still account for and charge VAT, and include on the invoice, but the rate used will be 0%.  The Supplier reserves the right to charge a VAT deposit at the UK Standard rate until sufficient proof of export documentation or evidence is provided.  Failure to subsequently provide such correct proof of export documentation will require the Supplier to levy VAT at the standard rate within the country of the Supplier’s tax residence (currently 20%).

[5] Subject to Clause 10.3 and 10.13.

[6] Any increase in price will be communicated in writing to the Customer.

[7] Without prejudice to the other rights of the Supplier under these Conditions.

[8] Where the rate of VAT changes between the date of the Order and the Delivery Date, the Supplier will be entitled to payment of the difference (unless payment has been made in full prior to the change taking place).

[9] Credit accounts will only be considered for full time businesses with regular purchasing requirements, and to persons aged 18 and over.

[10] This does not limit other rights or remedies available to the Supplier.

11. Intellectual Property Rights

11.1. All Intellectual Property Rights arising out of or in connection with the manufacture of the Bespoke Goods or the Services will be owned by the Supplier. The Supplier may claim Research and Development (R&D) tax relief against the project.

11.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as entitles the Supplier to licence those rights to the Customer.

11.3. All Supplier Materials are the exclusive property of the Supplier.

12. Confidentiality

12.1. Both parties will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed as part of the sale and purchase of Goods and Services.

12.2. The confidential information will only be disclosed to the employees, agents and sub-contractors involved in delivering and receiving the Goods and Services in order to enable them to successfully fulfil their role. All recipients of the information are bound by the confidentiality obligations set out in this clause.

12.3. Where required by law, any governmental or regulatory authority, or by a court of competent jurisdiction the confidential information will be disclosed in accordance with their requirements.

12.4. This Clause will survive the termination of the Contract.

13. Limitation of Liability

13.1. Nothing in these Conditions will limit or exclude the Supplier’s liability for:

a. Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.

b. Fraud or fraudulent misrepresentation.

c. Breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

d. Breach of the terms implied by Section 12 of the Sales of Goods Act 1979 (title and quiet possession).

e. Defective products under the Consumer Protection Act 1987.

13.2. Subject to Clause 13.1:

a. The Supplier will under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or any indirect or consequential loss arising out of the Contract.

b.The Supplier’s total liability to the Customer in respect of all losses arising out of the Contract, will in no circumstances exceed the greater of:

1. 1. 120% of the Contract Price; or
   2. The amount actually recovered by the Supplier under its policy of insurance in respect of a claim by the Customer.

13.3. The terms implied by Sections 13 to 15 of the Sales of Goods Act 1979 and 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.

13.4. This Clause 13 will survive the termination of the Contract.

14. Termination

14.1. Each party may terminate the Contract with immediate effect[11] by giving written notice to the other party if:

a. The other party commits a material breach of its obligations under this Contract and fails to remedy the breach[12] within 30 days of receipt of a written request to do so.

b. The other party suspends, or threatens to suspend, payment of its debts or is unable pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

c. The other party 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 is debts or:

1. 1. Being a company or limited liability partnership, is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
   2. Being an individual, is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986; or
   3. Being a partnership, has any partner to who any of the foregoing apply.

d. The other party commences negotiations with all (or any class) of its creditors to reschedule its debts or make a proposal for or enter into any compromise or arrangement with its creditors. This excludes where the sole purpose of the arrangement[13] is for a solvent amalgamation of that party with one or more companies, or for its solvent reconstruction.

e. A petition is filed, a notice is given, or a resolution is made in connection with the winding up of the other party[14]. This excludes where the sole purpose of the scheme is for a solvent amalgamation of the that party with one or more other companies, or for its solvent reconstruction.

f. The other party (being an individual) is the subject of a bankruptcy petition or order.

g. A creditor or encumbrancer of the other party 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 party of its assets and such attachment or process is not discharged within 14 days.

h. An application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party (being a company).

i. The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver.

j. A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

k. Any event occurs, or proceeding is taken, with respect to the other party In any jurisdiction to which it is subject, that has an effect equivalent or similar to any of the events mentioned in Clause 14.1(b) to Clause 14.1(i) inclusive.

l. The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole, of its business.

m. The other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

n. The other party (being an individual) dies, or by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.2. The Supplier may terminate the Contract with immediate effect[15] by giving written notice to the Customer, if the Customer fails to pay any amount under this Contract on the due date for payment.

14.3. Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 14.1(b) to Clause 14.1(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14.4. On termination of the contract for any reason:

a. The Customer will immediately pay to the Supplier all outstanding unpaid invoices and interest. In respect of Goods or Services supplied but for which no invoice has yet been submitted, the invoice will be payable by the Customer immediately on receipt.

b. The Customer will return all of the Supplier Materials and Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them.  Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

c. The accrued rights and remedies of the parties at termination will not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

d. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

[11] This does not limit other rights or remedies available to either party.

[12] If the breach is remediable.

[13] Where the other party is a company.

[14] Where the other party is a company.

[15] This does limit other rights or remedies available to the Supplier.

15. Force Majeure

15.1. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier, and includes but is not limited to:

a. Strikes

b. Lockouts or other industrial disputes[16]

c. Failure of a utility service or transport network

d. Act of God

e. Terrorist attack

f. Civil commotion or riots

g. War, including threat of or preparation for war

h. Armed conflict

i. Imposition of sanctions, embargo or breaking off of diplomatic relations

j. Malicious damage

k. Compliance with any law or governmental order, rule, regulation, or direction

l. Delays at customs points

m. Accident

n. Breakdown of plant or machinery (including motor vehicles)

o. Fire, flood, or storm

p. Default of supplier or sub-contractor.

15.2. The Supplier will not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

15.3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 8 weeks, the Supplier will have the right to terminate this Contract immediately by giving written notice to the Customer[17].

[16] Whether involving the workforce of the Supplier, Customer or third parties.

[17] This does not limit the other rights and remedies available to the Supplier.

16. General

16.1. Assignment and other dealings

a. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all of its rights under the Contract. The Supplier may subcontract or delegate any or all of its obligations under the contract to any third party.

b. The Customer will not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract.

16.2. Notices

a. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it sis a company) or its principal place of business (I any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or email.

b. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 16.2(a); if sent by pre-paid first class post or other next working day delivery service at 9am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission provided that the sender receives no message of non-delivery and does not recall the email.

c. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 16.3. Severance

a. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.  Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

b. If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision to that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.4. Waiver

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.5. No partnership or agency

Nothing in the Contract is intended to establish any partnership or joint venture between any of the parties, nor constitute any of the parties acting as an agent for the other party for any purpose.  Neither party shall have authority to act as agent for, or to bind, the other party in any way.

16.6. Third parties

A person who is not a party to the Contract shall not have any rights to enforce its terms.

16.7. Variation

Except as set out in these Conditions, n o variation of the Contract, including the introduction of any additional terms and conditions will be effective unless it is agreed in writing and signed by the Supplier.

 16.8. Governing law

This agreement and any dispute or claim arising out of it shall be governed by the laws of England and Wales.

16.9. Jurisdiction

Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle and dispute of claim arising out of this contract.

Schedule 1

Part One – Privacy Policy

Angstrom Technology collects information about you for two reasons:

17. To process your order

18. To provide you with the best possible service.

You will be given the opportunity to refuse marketing emails in all communications.  Your details will never be shared with a third party unless otherwise specified in the Data Protection Notice.

The type of information we may collect from you includes:

• Name
• Address
• Telephone number
• Email address
• Credit/debit card details

The information we hold will be accurate and up to date; we do not store credit card details or collate any other sensitive information without your explicit consent.  You can check the information we hold about you be emailing us.  If you find any inaccuracies, we will delete or correct it promptly.

The personal information we hold will be held securely in accordance with our internal security policy and the prevailing Privacy Legislation.  If we intend to transfer you information outside of the European Economic Area (EEA) we will first obtain your consent.

Security

Credit card payments are taken for Cleanroomshop.com purchases; therefore, card security is high priority and we have taken every precaution to ensure this information is collected and used accurately and confidentially without danger of unauthorised access.

Our Payment Service Provider (PSP) is Opayo by Elavon (formerly Sage Pay), the largest independent PSP in the UK and Ireland.  Opayo provides a secure payment gateway (Level 1 PCI DSS), processing payments for thousands of online businesses, including ours.  It is Opayo’s utmost priority to ensure that transaction data is handled in a safe and secure way.

Opayo is an active member of the PCI Security Standards Council (PCI SSC) that defines card industry global regulation.  It is compliant to the highest level and maintains regular security audits.  They are also regularly audited by the banks and banking authorities to ensure that their systems are impenetrable.

Opayo uses a range of secure methods such as fraud screening, IP address blocking and 3D secure.  Once on the Opayo systems, all sensitive data is secured using the same internationally recognised 256-bit encryption standards.

If you have any comments or questions about security, you can email us at info@cleanroomshop.com or enquiries@angstromtech.com.

Part Two – Data Protection Notice

Angstrom Technology is the trading name of Angstrom Technology Limited (Angstrom Shared Services), Connect 2 Cleanrooms Limited (Angstrom Cleanroom Services Division, incorporating Cleanroomshop) and Specific Environments Limited (Angstrom Major Projects).  The companies are all registered in England and Wales.

The purpose of this statement is to set out how we use personal information that we may obtain about you.  By registering as a user of the services provided by Angstrom Technology and by using the websites www.angstromtechnology.co.uk and www.cleanroomshop.com you agree to this use.  When you register and use these sites, you will be asked to provide certain information such as your contact details.  We will store this data and hold it electronically.  We will use this data to fulfil our agreement to you.

We may use information that you provide or that is obtained by us:

• To register you with our website and to administer our website services.
• For assessment and analysis (for example, market, customer and product analysis) to enable us to review, develop and improve the services we offer and to provide you with relevant information through our marketing programme[18].
• To make decisions using computerised technology (for example, selecting products or services which we think you will be interested in). We may inform you about products and services (including those of other companies and organisations) which we consider may be of interest to you
• For the prevention and detection of fraud
• To administer any prize draws or competitions you may enter.

We may give information about you to the following, who may use it for the same purposes as set out above:

• Other companies in the Angstrom Group.
• Employees and agents of Angstrom Technology to administer any accounts, products and services provided to you.
• Agents who profile your data so that we may tailor the goods and services we offer to your specific needs.
• Other organisations for the administration of prize draws and competitions.

We may also disclose your information:

• To anyone to whom we transfer or may transfer our rights and duties under our agreement with you.
• If we have a duty to do so or if the law requires us to do so.

New technologies are constantly emerging to enable us to deliver a customised experience when you visit our websites.  In order that we can monitor and improve the websites, we may gather certain information about you when you use it, including details of your domain name and IP address, operating system, browser, version and the website you visited prior to our site.

Cookies

A cookie is an element of data that a website can send to your browser, which may then store it on your system.  Cookies allow us to understand who has seen which pages and advertisements, to determine how frequently particular pages are visited and to determine the most popular areas of our website.

Cookies also allow us to make our website more user friendly and give you a better user experience.  For example, they allow us to save your login details so that you do not have to re-enter them on every visit.  Most web browsers automatically accept cookies.  You do not have to accept cookies and you should read the information that came with your browser software to see how you can set up your browser to notify you when you receive a cookie – this will give you the opportunity to decide whether to accept it.

Protecting your personal information

We endeavour to take all reasonable steps to protect your personal information.  However, we cannot guarantee the security of any data you disclose online.  You accept the inherent security of providing information and dealing online and will not hold us responsible for any breach of security unless this is due to our negligence.

You have the right to see personal data (as defined in the Data Protection Act 2018) that we keep about you, upon receipt of a written request and payment of a fee.  If you are concerned any information we hold on your is incorrect, please contact us.

Please be aware our site may link to other websites which may be accessed through our site.  We are not responsible for the data policies or procedures or the content of these linked websites.

In the course of undertaking the activities specified in this Data Protection statement we may transfer data outside of the EEA to countries which do not have data protection laws or to countries where your privacy and other fundamental rights may not be protected as extensively as in the United Kingdom.

If you have any comments or questions in relation to our Data Protection statement, please email us at info@cleanroomshop.com or enquiries@angtstromtech.com.

Please note we are members of the Information Commissioners Office, registration number Z3664381.

[18] If you do no wish Angstrom Technology (or any of its financial entities) to use your information for marketing purposes, an option to unsubscribe is included in every communication.