Legal notices

1. Contact details, site owner and editor : Wirquin Plastiques

S.A.S.U au capital de 961 000 Euros
11 rue du Château de Bel Air
44482 CARQUEFOU Cedex
Tel. : +33 (0)2.40.30.31.25
309 494 953 R.C NANTES

 

Design website: IMAGES CRÉATIONS
Publication : Wirquin Ltd
Hébergeur : IMAGES CRÉATIONS

 

 

 

2. Intellectual property rights

The entire content of this site is covered by the French Intellectual Property Code.
The presentation and content of this site, of which WIRQUIN Plastiques is the owner, constitute a work protected by current intellectual property laws.
Unless otherwise specified, the designations or titles, logos and names of all products and services are the exclusive property of WIRQUIN Plastiques.

The photographs, texts, slogans, drawings, models, images, animated sequences, whether or not accompanied by sound, and all works integrated into the site are the property of WIRQUIN Plastiques or of third parties that have authorized their use by WIRQUIN Plastiques.

The reproduction, in either paper or computer format, of the said site and of the items reproduced thereon is authorized subject to it being solely for personal use excluding all use for advertising and/or commercial and/or information purposes and to it being in accordance with the provisions of article L. 122-5 of the French Intellectual Property Code.
Other than in accordance with the above provisions, all reproduction, representation, use or modification, irrespective of the process and format, of all or part of the various works and models of the products contained thereon without the prior approval of WIRQUIN Plastiques, is strictly prohibited and represents an infringement of copyright.

 

 

 

3.Information concerning products and services

This site constitutes a general presentation of the Group, and of WIRQUIN Plastiques’ products and services. The textual, photographic and other information presented thereon are of a general nature, purely for information, and shall under no circumstances constitute a contractual document liable to form the basis of any legal action.
Given the interactive nature of the site, WIRQUIN Plastiques reserves the right to modify the information contained thereon, particularly that relating to the technical characteristics of the products presented, at any time, without prior notice and without its content being binding on WIRQUIN Plastiques, the members of its commercial network or its employees.

 

 

 

4.Personal and other data

In accordance with Law N°78-17 dated 6 January 1978 relating to information systems, files and freedom, this site has been the subject of declarations to the Commission Nationale de l’Informatique et des Libertés (national committee for information systems and freedom), under numbers 1275765, 1275768 and 1275754.
You can consult this site without revealing your identity or giving away any personal information.
Any information that you communicate will be considered as being non confidential and able to be freely used and distributed by WIRQUIN Plastiques, its subsidiaries and the members of its commercial network, subject to the applicable legal provisions and, in particular, Law N78-17 dated 6 January 1978 concerning information systems and freedom and the provisions concerning banking secrecy.

 

 

Personal data

For reasons of transparency and in order to protect your rights, WIRQUIN Plastiques will not procure any information enabling you to be personally identified other than the information that you give us when completing and forwarding the forms figuring on the site.

The information collected concerning you that is essential in order to answer your requests for information etc. is for the exclusive use of WIRQUIN Plastiques, its subsidiaries and members of its commercial network.

In accordance with Article 34 of Law N°78-17 dated 6 January 1978 concerning information systems and freedom, you have the right to access and rectify any data concerning you by contacting us.

 

 

Data not of a personal nature

We may obtain certain information automatically which can under no circumstances be associated with an individual. Such information concerns the type of internet navigator that you use, your computer’s system and the name of the domain by which you accessed our site.

 

 

“Cookies”

When you visit our site, we may implant a cookie in your computer. A cookie is a small data block sent to your navigator by a web server and stored on your computer’s hard disk. The cookie does not allow us to identify you personally. Generally speaking, it allows us to record information relating to your computer’s navigation on our site (the country and language chosen, etc.). This information will be read during your subsequent visits in order to facilitate your navigation.

Naturally you may prevent the recording of cookies by configuring your navigator.
You may also delete cookies at any time and individually by referring to your computer’s user manual.

 

 

 

5. Hypertext links

The establishment of a hypertext link to the www.wirquin.com site requires prior written permission from WIRQUIN Plastiques. If you wish to establish a hypertext link with our site, you should contact the WIRQUIN Plastiques site supervisor.

Under no circumstances can WIRQUIN Plastiques be held responsible for sites having a hypertext link with this site and disclaims all responsibility for their content and use.

 

 

 

6.Limitation of responsibility

The user uses this site at his/her own risk. Under no circumstances may WIRQUIN Plastiques, its subsidiaries or members of its network be held responsible for any damage, either direct or indirect, in particular any actual physical damage, loss of data or programme or financial loss resulting from the access to or use of this or any other site linked to it. The content of the site is presented with no guarantees whatsoever.

The information on the products and their characteristics correspond to a definition at the time of publishing or updating of the pages of the site; it is only given for guidance purposes and shall not be considered as representing a contractual offer for products or services emanating from WIRQUIN Plastiques, its subsidiaries or members of its network. Errors or omissions may occur.

 

 

 

7.Applicable law

These General Conditions are subject to French national law. The language of the General Conditions is French. In the event of litigation, only French courts are competent.

 

 

 

8.Updating of the General Conditions

WIRQUIN Plastiques reserves the right to modify and update access to the site and the General Conditions at any time. Consequently such modifications and updates require the user to refer regularly to this section in order to check the General Conditions in force.

 

 

 

9. Definition

By “subsidiary” we mean any company that is a member of the group to which WIRQUIN Plastiques belongs.
By “commercial network”, we mean any of WIRQUIN Plastiques’ customers and/or trading partners, including its products’ retailers.

 

 

 

WIRQUIN LIMITED CONDITIONS OF SALE

1. GENERAL

In these conditions:

• 1.1 “the Company” shall mean Wirquin Ltd.
• 1.2 “Force Majeure Event” has the meaning given in clause 17.
• 1.3 “the Products” shall mean all goods and services and associated documentation to be supplied under this Contract.
• 1.4 “writing” includes facsimile transmission, and comparable means of communication.
• 1.5 All quotations are made and all orders are accepted subject to these conditions. Quotations given by the Company shall not constitute an offer.
  The Customer’s order constitutes an offer to buy the Products on these conditions and shall be deemed to be accepted when the Company issues an order acknowledgement at which point the Contract shall come into existence.
• 1.6 All other terms conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing.
• 1.7 In no circumstances will any conditions of purchase submitted at any time by the Customer be applied to this or any other Contract and any failure by the Company to challenge any such conditions of purchase does not imply acceptance of those conditions of purchase.
• 1.8 In the event of a conflict between these conditions and the specific terms and conditions of quotation then the latter shall prevail.
• 1.9 Acceptance by the Customer of delivery of the Products shall be deemed to constitute unqualified acceptance of these conditions.
• 1.10 Unless otherwise stated therein quotations shall be available for acceptance for a maximum period of 30 days from issue and may be withdrawn at any time by the Company by written or oral notice.
• 1.11 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 or given by or on behalf of the Supplier which is not set out in the Contract. Any statement or representation (other than in the Company’s quotation, these terms or order acknowledgement) by the Company its servants or agents upon which the Customer wishes to rely must be set out in writing and attached to or endorsed on the Customer’s order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation.
  Any statement or representation which is not so confirmed in writing is followed or acted upon entirely at the Customer’s own risk.
• 1.12 The Contract is between the Company and the Customer as principals; neither the benefit nor the burden is assignable by the Customer at any time without the Company’s prior written consent.
• 1.13 The contract (including the rights or obligations thereunder) may be assigned, transferred or subcontracted by the Company at any time.
• 1.14 Unless specifically agreed to the contrary all trade terms shall be interpreted in accordance with current INCOTERMS (International Commercial Terms).
• 1.15 If, subsequent to this Contract (which is subject to these conditions), a further contract of sale is made with the same Customer without reference to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject to these conditions (as amended and updated from time to time)

2  ELECTRONIC TRADING

• 2.1 If the Company and Customer agree that electronic trading between them shall be a basis for order processing an invoicing then the Standard Interchange Agreement (3rd Edition December 1993 as amended or revised from time to time) of the Electronic Commerce Association (or any successor body or association) shall be incorporated into the contract by reference. If and to the extent of any conflict or inconsistency between these conditions and the Standard Interchange Agreement, the former shall prevail.
• 2.2 Electronic orders shall be valid if all the information agreed between the Customer and the Company as being required is properly set out in the agreed format and the order is transmitted by the Customer to the Company by reference to the correct identification code and is received by the Company when collecting its electronic mail from the relevant system.
• 2.3 Each valid electronic order will be deemed to be accepted by the Company unless the Company communicates rejection of the order to the Customer by electronic or other means (including telephone) within two working days of receipt. Acceptance of an order shall constitute a contract for sale and purchase to which these conditions and the Standard Interchange Agreement shall apply.

3 DELIVERY

• 3.1 Unless otherwise agreed in Writing by the Company delivery shall be deemed to take place:
  • 3.1.1 in the case of ex-works sales when the Products are made available by the Company for collection by the Customer or its carrier; and
  • 3.1.2 in all other cases upon delivery by the Company to the agreed mainland UK delivery point, airport or port but before the Products are unloaded, which shall be the responsibility of the Customer.
• 3.2 The Company shall not be obliged to make delivery unless and until the Company has received all necessary information, drawings, final instructions and approvals from the Customer and any delays or alterations by the Customer may result in delayed delivery for which the Company shall not be responsible.
• 3.3 All dates and periods for delivery are estimated only and do not constitute fixed times for delivery by the Company. Time of delivery is not of the essence. The Customer shall have no right to damages or to cancel the contract for failure by the Company to meet any delivery times given in the contract or subsequently set where such failure is caused by a Force Majeure Event.
• 3.4 If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products subject to a maximum of 10% of the contract price. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
• 3.5 Notwithstanding clause 3.3 the Customer shall be obliged to accept delivery on the date or within the period stated in the order or acknowledgement of order or (if none is so stated) within one month after the issue of written notice by the Company requiring the Customer to accept delivery. Failure by the Customer either to take delivery or to make payment in respect of any one or more instalments of Products shall entitle the Company to:
  • 3.5.1 terminate the Contract (such right is without prejudice to any other rights and remedies available to the Company whether expressly provided for in these Conditions or implied by any rule of law); and/or
  • 3.5.2 store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
• 3.6 Where the Customer requests and the Company agrees to postpone delivery or where delivery is otherwise postponed without default by the Company the Customer shall pay upon receipt of written demand from the Company all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Customer shall pay for the Products in accordance with these conditions as if the same had been delivered in the ordinary course without reference to the postponement. In addition, the Company shall be entitled to claim interest pursuant to Clause 7.3.2 of these conditions from the date on which payment would have fallen due, had the Products been delivered in the ordinary course but for the postponement.
• 3.7 Unless otherwise expressly agreed in writing the Company may affect delivery in one or more instalments. Where delivery is affected by instalments each instalment shall be treated as a separate contract governed by these conditions. No delay in the delivery at any instalment of Products or any defect therein shall entitle the Customer to terminate the remainder of the contract or any other instalments.

 

4 RISK AND TITLE

• 4.1 Risk in the Products shall pass to the Customer upon delivery and the Customer is then solely responsible for all loss, damage or deterioration to the Products.
• 4.2 Title to the Products shall not pass to the Customer until either:-
  • 4.2.1 The Company has received in full (in cash or cleared funds) all monies payable (whether or not due) to the Company under this and any other contracts for Products once agreed between the Company and the Customer including contracts made after this contract; or
  • 4.2.2 when the Company serves on the Customer notice in writing specifying that title in the Products or any part thereof has passed; or
  • 4.2.3 the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 4.5.
• 4.3 Until title has passed to the Customer the Company may require the Customer to deliver up to the Company all Products in respect of which the Company has title and if the Customer fails to do so forthwith the Company’s officers, employees, representatives or agents shall be entitled to enter upon any premises where such Products are kept for the purpose of recovering the same.
• 4.4 Until title to the Products has passed to the Customer pursuant to these conditions the Customer shall:
  • 4.4.1 possess the Products as fiduciary agent and bailee of the Company;
  • 4.4.2 store the Products separately from all other goods held by the Customer not owned by the Company;
  • 4.4.3 maintain the Products in satisfactory condition and ensure that they are fully insured on an all risks basis for their full price from the date of delivery;
  • 4.4.4 ensure that the Products are clearly identifiable as belonging to the Company;
  • 4.4.5 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
  • 4.4.6 give the Company such information relating to the Products as the Company may require from time to time;
  • 4.4.7 notify the Company immediately if it becomes subject to any of the events listed in clause 16; and
  • 4.4.8 permit the Company to enter upon any premises where such Products are kept for the purpose of satisfying itself that this condition is being complied with by the Customer.
• 4.5 Subject to clause 4.6, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Company receives payment for the Products.
  However, if the Customer resells the Products before that time:
  • 4.5.1 it does so as principal and not as the Company’s agent; and
  • 4.5.2 title to the Products shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
• 4.6 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 16, then, without limiting any other right or remedy the Company may have:
  • 4.6.1 the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
  • 4.6.2 the Company may at any time:
  • 4.6.2.1 require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
  • 4.6.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

5 CANCELLATION AND AMENDMENT
No contract can be amended or cancelled except with the Company’s approval in writing and should such approval be given the Customer shall indemnify the Company against any costs losses or expenses resulting from any cancellation or amendment.

 

6 PRICES

• 6.1 The price of the Products shall be the price set out in the Company’s most up to date price list.
• 6.2 Unless otherwise agreed in writing all prices are net for delivery (ex-works) and VAT and any other applicable taxes are payable in addition.
• 6.3 Unless otherwise stipulated by the Company in writing prices are payable in Sterling or if the Sterling currency shall cease to exist when the contract is made, shall be payable in such currency as replaces the Sterling currency.
• 6.4 The Company shall be entitled at any time by giving notice in writing, before delivery to make a reasonable adjustment to the price in the event of any alteration in quantity, design or specification requested by the Customer.
• 6.5 The Company reserves the right at any time prior to delivery by giving notice in writing to increase the price if:
  • 6.5.1 there is any increase in the cost of materials labour transport or utilities or if the costs of the Company are increased by any other factor beyond the reasonable control of the Company (including but not limited to foreign exchange fluctuations, increases in taxes and duties); or
  • 6.5.2 there is any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
• 6.6 The Customer shall be liable to the Company for any demurrage costs incurred in the event of vehicles being unduly delayed at the point of delivery.

 

7 TERMS OF PAYMENT

• 7.1 Unless otherwise agreed by the Company in writing payment shall be made within 30 days from the date of invoice and the Companyshall be entitled to issue invoices in the month in which the Products are delivered or would have been delivered save for postponement otherwise then due to default on the part of the Company. Time for payment of the price is of the essence of the contract.
• 7.2 No disputes arising under this contract (or any other contract between the Company and the Customer) shall serve to permit payment by the Customer of sums due to the Company to be delayed nor shall such disputes interfere with or prevent the Customer from making prompt payment in full and cleared funds. The Customer shall not be entitled to make any deduction from sums owing to the Company by reason of any such dispute.
• 7.3 In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy:
  • 7.3.1 to immediately suspend without notice all further deliveries on this or any other contracts between the Company and the Customer; and/or
  • 7.3.2 to charge interest on a daily basis from the due date until actual payment (after as well as before judgement) on any amount outstanding at the rate of 4% per annum above the base rate of HSBC Bank plc from time to time; and/or
  • 7.3.3 to serve notice on the Customer requiring immediate payment for all Products supplied by the Company under this and all other contracts between them whether or not payment is otherwise due or invoiced.
• 7.4 The Company reserves the right to request a financial guarantee in respect of any order placed by a Customer and the Company may at its option delay or refuse any such order until an acceptable form of guarantee is provided by the Customer.

 

8 SPECIFICATIONS

• 8.1 Subject to Clause 8.2 the Products shall in all material respects be of such specification agreed between the Company and the Customer under the contract, or (if not so agreed) shall be generally in all materials respects in accordance with any published specification issued by the Company;
• 8.2 The Company reserves the right to make changes in dimensions or other specifications of the Products as are required to conform to applicable standards or laws or are otherwise within reasonable limits having regard to the nature of the Products. Dimensions specified by the Company are to be treated as approximate only unless it is specifically agreed in Writing that exact measurements are required.

 

9 LOSS SHORTAGES AND DAMAGE APPARENT ON DELIVERY INSPECTIONS

• 9.1 The Customer shall have no claim for loss, shortages or damage on delivery which are or would be apparent on inspection unless the Customer:
  • 9.1.1 Unpacks and inspects the Products as soon as reasonably practicable following receipt;
  • 9.1.2 notifies the Company of any loss, shortages or damage (otherwise then by a qualified signature on the delivery note) within 48 hours of receipt; and
  • 9.1.3 demonstrates to the satisfaction of the Company that such loss, shortages or damage occurred prior to delivery.
• 9.2 The Customer shall have no rights in respect of loss, shortages or damage unless the Company is given reasonable opportunity to inspect the Products and investigate any complaint before any use of or alteration to or interference with the Products.
• 9.3 On a valid complaint made in accordance with this Clause 9 the Customer shall be entitled (in the case of notified shortages) to receive within a reasonable time a delivery of Products equivalent to the shortfall and (in the case of defects) the Company at its option shall repair, replace or provide a credit for the price of the affected Products but the Company shall have no further liability whatsoever. If a complaint of loss, shortages or damage on delivery is not made to the Company in accordance with this Clause 9 then the Products shall be deemed to be delivered complete and undamaged in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
• 9.4 Loss, shortages or damage in a delivery or any instalment delivery shall not be a ground for termination by the Customer of the contract or the remainder of the contract (as the case may be).

 

10 WARRANTY

• 10.1 The Company warrants that Products which do not comply with either Clause 8.1 or sections 13 to 15 of the Sale of Goods Act 1979 (as amended by the Sale and Supply of Goods Act 1994) or are shown to have been defective at delivery as a result of faulty design workmanship or materials (other than free-issue materials), shall either at the Company’s option be repaired, replaced or that a credit or refund for the price thereof shall be given provided always that:
  • 10.1.1 the Company receives written notice of the defect within 12 months of delivery;
  • 10.1.2 no alteration to or interference with the Products takes place before the Company is given access to the Products to inspect and test the same;
  • 10.1.3 the defect does not consist of a loss, shortage or damage to which Clause 9 is expressed to apply;
  • 10.1.4 the defect does not arise by reason of a design specification or instruction given by the Customer;
  • 10.1.5 the Customer has not defaulted in its obligation to make payment of the contract price for the Products;
  • 10.1.6 the defect shall not be attributable to incorrect storage, installation or use of the Products by the Customer or failure by the Customer to follow the Company’s oral or written instructions;
  • 10.1.7 the defect shall not be a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
  • 10.1.8 the defect has not arisen as a result of the Products differing from the Customer’s specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• 10.2 Except as provided in this clause 10, the Company shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 10.1.
• 10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• 10.4 The Customer shall indemnify the Company in respect of loss or damage arising from any use made of Products after the Customer became or ought reasonably to have been aware of a defect.
• 10.5 In the event of a valid claim being made in accordance with Clause 10.1:
  • 10.5.1 the Customer shall be bound to accept repaired or replacement Products or at the Company’s option credit or repayment and shall not be entitled to terminate the contract;
  • 10.5.2 if the Company does not repair or replace Products within 60 days or such longer time as may be reasonable then the Customer’s sole remedy shall be an entitlement to full credit or repayment in respect of the defective Products; and the Company shall be under no further liability in respect of any loss or damage arising from the defect or from any delay before repair replacement credit or refund is affected.

11 LIABILITY

• 11.1 The Company does not limit or exclude its liability under these conditions for:
  • 11.1.1 breach of the terms implied under Section 12 of the Sale of Goods Act 1979 (good title) (as amended by the Sale and Supply of Goods Act 1994);
  • 11.1.2 death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable) as defined in the Unfair Contract Terms Act 1977;
  • 11.1.3 fraud or fraudulent misrepresentation;
  • 11.1.4 defective products under the Consumer Protection Act 1987; or
  • 11.1.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
• 11.2 Save as provided under Clauses 9, 10 and 11.1;
  • 11.2.1 the Company shall have no liability to the Customer;
  • 11.2.2 the Company’s total liability, whether in respect of one claim or in the aggregate shall not exceed the contract price payable under this contract for the supply of Products to be provided under it.
• 11.3 The Customer acknowledges that the limitation of the Company’s liability is reasonable in all the circumstances and the Customer agrees that it is its own responsibility to insure adequately to cover any loss or damage in excess of the aforesaid limit of the Company’s liability. Subject to reaching agreement on terms, the Company and the Customer may determine an increased level of liability which is to be accepted in Writing by the Company to cover, in particular specific types of loss or damage which both parties reasonably foresee and anticipate.
• 11.4 In this clause
  • 11.4.1 the term “liability” means any form of liability or loss whatsoever including but not limited to loss whether in misrepresentation under contract, common law, equity, tort and any breach of statutory provision whether or not based on negligence or breach of any express or implied duty, or otherwise for any loss other than strictly direct losses (meaning for these purposes the increased costs of purchasing products from a third party or the cost of remedial repair work) and specifically consequential, financial or economic loss whether direct or indirect including
    but not limited to any incidental costs of dismantling, fitting or other ancillary work required in connection with the provision of a repair or replacement, any loss of production, profits, contracts, loss of use or anticipated savings and any claims made against the Customer by any third party are excluded.
• 11.5 To the extent that any liability of the Company is expressed to be limited or excluded by these conditions the Customer shall indemnify the Company in respect thereof.

 

12 CONFIDENTIAL INFORMATION ETC

• 12.1 All drawings, documents, records, computer software, technical or commercial know-how, specifications, inventions, processes or initiatives and other information concerning the Company’s business, its products and services supplied by the Company to the Customer, its employees, agents or subcontractors are supplied on the express understanding that such information is confidential and any intellectual property rights associated with such information (including but not limited to copyright) is reserved to the Company and that the Customer will not without the prior written consent of the Company either give away, loan, duplicate, charge, transfer, register, exhibit, sell, or otherwise deal with such intellectual property rights or extracts therefrom or copies thereof or use the same in any way except in connection with the Products in respect of which they are issued and intended.
• 12.2 This clause 12 shall survive termination of the Contract.

13 INTELLECTUAL PROPERTY INDEMNITIES

• 13.1 If the Customer is subject to a claim or threatened with any action alleging that the Products in the form supplied infringe any third party patent; design rights or other intellectual property rights then provided that the Customer promptly informs and fully co-operates with the Company and, if requested, allows the Company the conduct and defence thereof on the Customer’s behalf, the Company will indemnify the Customer against any award of damages for infringement made in any such action by a court or other competent body against the Customer.
  13.2 If the Products are found to be infringing any third party intellectual property rights the Customer agrees that the Company shall have the option (at its own expense) either to:
  • 13.2.1 modify the Products so that they do not infringe and such intellectual property rights;
  • 13.2.2 to replace the Products with non-infringing substitute Products;
  • 13.2.3 to procure for the Customer the right for the Customer to continue its use of the Products; or
  • 13.2.4 to repurchase the Products from the Customer at the price paid by the Customer less an allowance for the use made thereof.
• 13.3 The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties’ patent or other intellectual property rights arising from the manufacture or supply of the Products to the Customer’s instructions or in accordance with designs, plans or specifications given by the Customer and the Customer shall indemnify the Company against liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Specification. This clause 13.3 shall survive termination of the Contract.

14 CUSTOMER’S DRAWINGS
The Customer shall be solely responsible for ensuring that all drawings information advice and recommendations specified or given to the Company by the Customer or its agents servants consultants or advisers are accurate, correct and suitable for the Customer’s requirements. Examination or consideration by the Company of such drawings, information, advice or recommendations shall not result in any liability on the part of the Company.

15 COMPANY LITERATURE
The information contained in the advertising, sales, samples, technical and other descriptive literature issued by the Company including any illustrations performance details, examples or installations and methods of assembly and all other information and data in such literature are based on experience and upon trials under test conditions and are approximate and provided for general guidance only. No such information or data shall form part of the contract unless it is specifically referred to in the quotation or order acknowledgement or the Customer shall have complied in respect thereof with Clause 1.12.

16 TERMINATION

• 16.1 Without prejudice to any other rights or remedies of the Company, the Company shall be entitled in any of the following circumstances to terminate (in whole or in part) with immediate effect by giving written notice this and any other contract whenever made between the Company and the Customer and/or to suspend deliveries and/or to receive upon demand payment of all monies payable under any such contracts whether or not otherwise due:
  • 16.1.1 the Customer makes or proposes any voluntary arrangement with its creditors or enters into negotiation with its creditors with a view to rescheduling its debts
  • 16.1.2 the Customer becomes subject to an administration order or an application is made to court or becomes bankrupt or goes into liquidation;
  • 16.1.3 a creditor or an encumbrancer of the Customer takes possession or a receiver is appointed (or a person is able to appoint a receiver) of the whole or any part of the property or assets of the Customer;
  • 16.1.4 the Customer suspends, or threatens to suspend, payment of its debts, or becomes unable to satisfy its debts as they fall due, or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986;
  • 16.1.5 the Customer ceases, suspends or threatens to cease or suspend to carry on all or a substantial part of its business;
  • 16.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
  • 16.1.7 the Company reasonably believes that any of the events mentioned above or any equivalent or similar event under any relevant laws in any other jurisdiction to which the Customer or any connected person is subject has or may occur;
  • 16.1.8 the Customer or any connected person commits any breach of this or any other contract whenever made between the Customer and the Company; or
  • 16.1.9 if the Customer fails to pay any amount due under this Contract on the due date for payment.
• 16.2 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.
• 16.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

17 FORCE MAJEURE

• 17.1 The Company shall not be liable for any failure or delay in the performance of its obligations under the contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeur Event means an act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions governmental restriction, condition or control, any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not (including but not limited to strikes, lock-outs or other industrial disputes), default by suppliers of the Company (including but not limited to failure of energy sources or transport network), shortage of materials or by any other act, matter or thing beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable including failure by the other party to carry out any thing required for performance of the contract.
• 17.2 In the event that the Company does not perform its obligations by reason of any of the causes referred to in Clause 17.1 within six months after the time for performance then the either party may by written notice terminate the contract without liability save that the Customer shall pay for any Products delivered or completed at the time of termination.

18 TOOLS
Any tools (such as jigs, dies etc.) which the Company may construct or obtain specifically in connection with the Products (including any associated intellectual property rights of such tools) shall, notwithstanding any charges the Company may make to the Customer for them, be and remain the Company’s sole and unencumbranced property and in the Company’s possession and control without restriction.

19 CONSUMER PROTECTION ACT 1987

• 19.1 Where the Customer purchases the Products for use or incorporation with any composite products to be assembled produced processed packed or supplied by the Customer or for resale or supply ancillary to any such composite products or other products supplied by the Customer then:
  • 19.1.1 the Customer shall forthwith on demand produce for inspection by the Company copies of all written instructions information and warnings to be supplied by the Customer in relation thereto provided nevertheless that such inspection or right to inspect shall not give rise to any responsibility or liability on the part of the Company; and
  • 19.1.2 the Customer shall indemnify the Company against any losses costs and damages that the Company may suffer or incur in the event that any claim is made against the Company in relation thereto if the Products did not comprise the defective element thereof or were rendered defective by reason of actions or omissions of the Customer (including without limitation the supply of defective free-issue materials) or were rendered defective by reason of instructions or warnings given or omitted by the Customer or other reseller.
• 19.2 For the purpose of Clause 20.1 the term “defective” shall be interpreted in accordance with the limitation contained in Part 1 of the Consumer Protection Act 1987.

20 HEALTH & SAFETY
The Customer agrees to pay due regard to any information supplied by the Company relating to the use for which the Products are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, chained, serviced or maintained by any person and the Customer undertakes to take such steps as may be specified by such information or otherwise necessary to ensure that as far as is reasonably practicable the Products will be safe and without risk to health at all times as mentioned above.

21 NOTICES

• 21.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
• 21.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 22.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am 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 fax or e-mail, one Business Day after transmission.
• 21.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

22 GENERAL (LAW AND JURISDICTION)
The contract shall be governed and interpreted exclusively according to
the Laws of England.

• 22.1 The Contract shall be governed and interpreted exclusively according to the Laws of England. The parties hereby agree to submit to the exclusive jurisdiction of the English courts provided that the Company may at its option take proceedings in the courts of the state in which the Customer is domiciled including action to obtain any remedy (including injunctive relief). 22.2 No waiverof or delay or failure by the Company to exercise any rights or remedies provided under the contract or by law shall constitute a waiver of that or any other right or remedy and shall prejudice or preclude any future or further exercise thereof. 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.
• 22.3 If any provision of these conditions shall be held invalid, illegal or unenforceable in whole or in part then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the unaffected provisions shall remain in full force and effect. Headings appear for convenience only and shall not affect the construction of these conditions.
• 22.4 A person who is not a party to the Contract shall not have any rights to enforce its terms.
• 22.5 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.
• 22.6 In cases for the sale or supply of Products overseas, the following additional provisions shall apply unless otherwise stipulated in writing by the Company:
  • 22.6.1 the Customer shall be solely responsible for obtaining all necessary import authorisations, the payment of any applicable import taxes, duties or imposts and the Company shall be under no obligations to insure the Products or to give the Customer the notice specified in Section 32(3) of the Sale of Goods Act 1979 (or any re-enactment thereof);
  • 22.6.2quotations issued in a currency other than Sterling may, at the Company’s option, unless otherwise agreed in writing, be subject to amendment in the event of fluctuations in the applicable exchange rate prior to the date of invoice;
  • 22.6.3 Payment in respect of Products for export is due on the date specified by the Company at the date when the Contract is made, in the currency stated in the invoice and in accordance with the method of payment stipulated by the Company.
• 22.7 In the case of any order for the export of Products, to the extent permitted by law, the following laws shall not apply to or be incorporated into the Contract:
  • 22.7.1 the Schedule to the Uniform Law on International Sales Act 1967; and
  • 22.7.2 the limits imposed by the Unfair Contract Terms Act 1977 on the extent to which liability can be excluded or limited.

May 2016