Offline Terms and Conditions for the Supply of Goods and Services

Interpretation
1. Definitions:
  1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  2. Contract: the contract between us and you for the supply of Goods and/or Services in accordance with these Terms.
  3. Goods: the Goods (or any part of them) set out in the Order Confirmation.
  4. Goods Specification: any specification for the Goods, including any relevant plans, circuit diagrams or drawings, that is agreed in writing by you and us.
  5. Order: your order for the supply of Goods and/or Services, as set out in your purchase order form or your written acceptance of our quotation, as the case may be.
  6. Order Confirmation: our written acceptance of an Order.
  7. Services: the Services supplied by us to you as set out in the Order Confirmation.
  8. Service Specification: the description or specification for the Services that is agreed in writing by you and us.
  9. Terms: these terms and conditions as amended from time to time in accordance with condition 21.7.
  10. We/us/our: Hydrastore Limited registered in England and Wales with company number 02427103 with its registered office at Sandtoft Industrial Estate, Belton, Doncaster, South Yorkshire, DN9 1PN.
  11. You/your: the person or firm who purchases the Goods and/or Services from us.
2. When we use the words "writing" or "written" in these Terms, this includes emails.
These Terms
1. These are the terms and conditions on which we supply Goods and/or Services to you.
2. If you are a business customer these Terms constitute the entire agreement between us in relation to your purchase, and you acknowledge and agree that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
The Contract
1. The Order constitutes an offer by you to purchase Goods and/or Services in accordance with these Terms.
2. The Order shall only be deemed to be accepted when we issue an Order Confirmation at which point and on which date the Contract shall come into existence.
3. Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures or on our website are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force. The packaging of Goods may vary from that shown in images on our website, catalogues or brochures.
4. If you are a business customer, these Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. If you are a consumer, we are under a legal duty to supply Goods and/or Services that are in conformity with the Contract. Nothing in these Terms will affect your legal rights if you are a consumer.
5. Any quotation given by us shall not constitute an offer, and is only valid for a maximum period of 30 calendar days from its date of issue. Quotations may be withdrawn by us at any time by written or oral notice to you.
6. Where there is any conflict between the details set out in our Order Confirmation and the details set out in the relevant quotation, the details set out in our Order Confirmation shall prevail to the extent they are inconsistent with the details set out in the relevant quotation.
7. All of these Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
8. You acknowledge and agree to waive any right you might otherwise have to rely on any term endorsed on, delivered with or contained in any documents provided by you that is inconsistent with these Terms.
Goods
1. In the event that the Goods are to be assembled in accordance with a Goods Specification supplied by you, you shall indemnify us against all 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Goods Specification. This condition 4.1 shall survive termination of the Contract.
2. We reserve the right to amend the Goods and/or Goods Specification if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event. We shall not be obliged to make any alteration to the Goods where such statutory or regulatory requirements arise subsequent to the date of the Contract.
3. If after the date of Contract and before the date of delivery or collection of the Goods, improvements are made in the design or specification of the Goods, we may on giving notice to you incorporate such improvements in the Goods provided that:
  1. the performance and quality of the Goods are at least equal to those of the Goods originally ordered;
  2. no price variation is made except with your written consent; and
  3. delivery or collection is not unreasonably delayed.
4. You will not exhibit any of our products at any public exhibition or trade display without first obtaining our written permission. Such permission may be given at our absolute discretion.
Changes
If you wish to make a change to the Goods and/or Services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Goods and/or Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If you confirm that you wish to go ahead with the change, we will issue an updated Order Confirmation, which will supersede any previous Order Confirmation in relation to that Order.
Delivery
1. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. You shall have no right to damages or to cancel any Order due to our failure to meet any delivery time stated. We shall not be liable for any delay in delivery of the Goods that is caused by an event outside our control (including non-performance by suppliers or subcontractors or any labour or trade dispute, strikes, industrial action or lockouts) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
2. The parties acknowledge and agree that the Order Confirmation shall set out:
  1. whether we shall deliver the Goods or you shall collect the Goods; and
  2. the delivery location (Delivery Location) or collection location (Collection Location) (as the case may be). Where no Collection Location is set out in the Order Confirmation, the Collection Location shall be our premises at Sandtoft Industrial Estate, Belton, Doncaster, South Yorkshire, DN9 1PN.
3. Unless otherwise agreed in writing or set out in the Order Confirmation, delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location and you shall be responsible for, and we shall have no liability in relation to, the unloading of the Goods at the Delivery Location. Collection shall be completed on completion of the loading of the Goods at the Collection Location.
4. If we fail to deliver the Goods or make available for collection the Goods, our liability shall be limited to the direct costs and expenses reasonably and properly incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver or make available for collection the Goods to the extent that such failure is caused by an event outside our control (including non-performance by suppliers or subcontractors or any labour or trade dispute, strikes, industrial action or lockouts) or your failure to provide us with adequate delivery instructions, information and documents or any other instructions that are relevant to the supply of the Goods or any failure by you to collect the Goods from the Collection Location.
5. If you fail to accept delivery of the Goods or fail to collect the Goods within fourteen days of us notifying you that the Goods are ready for collection (as applicable), then except where such failure or delay is caused by an event outside your control or by our failure to comply with our obligations under the Contract in respect of the Goods:
  1. delivery or collection of the Goods shall be deemed to have been completed at 9.00 am on the day on which we first attempted to deliver the Goods (in cases where we have agreed to deliver the Goods) or at 9.00 am on the fourteenth day following the day on which we notified you that the Goods were ready for collection (in cases where you are to collect the Goods); and
  2. we shall store the Goods until delivery or collection takes place and charge you for all related costs and expenses (including insurance).
6. If actual delivery or collection of the Goods has not taken place within 14 days after the day on which we attempted to deliver the Goods or within 28 days after the day on which we notified you that the Goods were ready for collection (as applicable), we may, at our option, resell or otherwise dispose of part or all of the Goods and, after deducting storage, insurance and selling costs, account to you for any excess over the price of the Goods or charge you, and you shall pay on demand, for any shortfall below the price of the Goods (as the case may be).
7. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
8. We will endeavour to comply with reasonable requests by you for postponement of delivery or collection, but shall be under no obligation to do so and shall do so at our absolute discretion.
9. We may need certain information and documentation from you so that we can supply the Goods and/or Services to you. We will contact you to ask for this information and documentation. If you do not give us this information and documentation within a reasonable time of us asking for it, or if you give us incomplete or incorrect information or documentation, we may at our option either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Goods and/or Services late or not supplying any part of them if this is caused by you not giving us the information and documentation we need within a reasonable time of us asking for it.
Defective Goods
1. We warrant that on delivery or collection , and for a period of 12 months from completion of delivery or collection (Warranty Period), the Goods shall:
  1. conform in all material respects with any applicable Goods Specification; and
  2. be free from material defects in design, material and workmanship.
2. Subject to condition 7.3, if:
  1. you give notice in writing to us during the Warranty Period within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in condition 7.1;
  2. you contact us in writing to request a returns number;
  3. we are given a reasonable opportunity of examining and inspecting such Goods; and
  4. you return such Goods to our place of business (if asked to do so by us) at your cost;
  we shall, at our option, repair or replace the defective Goods only.
3. We shall not be liable for the Goods' failure to comply with the warranty set out in condition 7.1 if:
  1. you make any further use of such Goods after giving a notice in accordance with condition 7.2;
  2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
  3. the defect arises as a result of us following any drawing, design or Goods Specification supplied by you;
  4. you alter or repair such Goods without our written consent;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
  6. the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. Except as provided in this condition 7, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in condition 7.1.
5. This condition 7 shall apply to any repaired or replacement Goods supplied by us.
Title and Risk
1. The risk in the Goods shall pass to you on completion of delivery or collection in accordance with condition 6.3, save that where Goods are to be delivered or collected in accordance with the Incoterms rules, risk shall pass in accordance with those rules.
2. Title to the Goods shall not pass to you until the earlier of:
  1. we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
  2. you resell the Goods, in which case title to the Goods shall pass to you at the time specified in condition 8.4.
3. Until title to the Goods has passed to you, you shall:
  1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery or collection;
  4. notify us immediately if you become subject to any of the events listed in condition 17.1(a) to 17.1(d); and
  5. give us such information as we may reasonably require from time to time relating to:
    1. the Goods; and
    2. your ongoing financial position.
4. Subject to condition 8.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
  1. you do so as principal and not as our agent; and
  2. title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
5. At any time before title to the Goods passes to you, we may:
  1. by notice in writing, terminate your right under condition 8.4 to resell the Goods or use them in the ordinary course of your business; and
  2. require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter your premises or the premises of any third party where the Goods are stored in order to recover them.
6. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all money owing by you to us shall (without prejudice to any other right or remedy of ours) forthwith become due and payable.
Carriage and Packing
1. Unless otherwise agreed in writing, prices quoted exclude the cost of delivery and packing.
2. Where the cost of delivery and/or packing is known at the time we issue an Order Confirmation, we will inform you of those costs in such Order Confirmation.
3. For destinations in Great Britain, unless otherwise agreed in writing, we will select the mode of transport with due regard to urgency and cost and charge you accordingly.
4. For destinations in Northern Ireland, unless otherwise agreed in writing, Goods will be delivered EXW (ExWorks) in accordance with the most recent Incoterms.
5. For destinations outside of the United Kingdom, unless otherwise agreed in writing, Goods will be delivered CPT (Carriage Paid To) the Delivery Location in accordance with the most recent Incoterms. We will select the mode of transport with due regard to urgency and cost and you will be charged for such costs at the rate prevailing.
6. Unless otherwise agreed in writing, any packing in which the Goods are shipped is intended to be sufficient only to protect the Goods under normal conditions of transit and for the normal period of transit. If you have specific packing requests, please inform us prior to submitting an Order.
Shortages and Defects
1. You shall have no claim for shortages or defects apparent on visual inspection unless:
  1. you inspect the Goods within three Business Days of arrival at your premises or other agreed destination; and
  2. written notice is given to us within 7 days of receipt of the Goods specifying the shortage or defect; and
  3. we are given an opportunity to inspect the Goods and investigate any complaint before any use is made of the Goods. Goods must be returned to us, upon request, within fourteen days at your expense. Carriage will be refunded where, in our reasonable opinion, your complaint is upheld.
2. You must notify us within 10 days of the date of despatch in the case of non-delivery of Goods.
3. If you do not comply with the provision set out in condition 10.1 then the Goods shall be deemed in all respects to be in accordance with the Contract and you shall be bound to pay for the same accordingly.
Supply of Services
1. We shall supply the Services to you in accordance with the Service Specification in all material respects.
2. We reserve the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
3. We warrant to you that the Services will be provided using reasonable care and skill.
4. If you do not allow us access to the location where the Services are to be performed in order to perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to the relevant location we may end the Contract with you.
Your obligations
1. You shall:
  1. ensure that the terms of the Order and any information you provide in the Service Specification and/or the Goods Specification are complete and accurate;
  2. co-operate with us in all matters relating to the Services;
  3. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  5. comply with all applicable laws, including health and safety laws; and
  6. keep all of our materials, equipment, documents and other property (Supplier Materials) at your property or premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation; and
  7. comply with any additional obligations as set out in the Service Specification and/or the Goods Specification.
2. If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
  2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from your failure or delay to perform any of your obligations as set out in condition 12.1; and
  3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
Charges and payment
1. The price for Goods:
  1. shall be the price set out in the Order Confirmation or, if no price is quoted, the price set out in our published price list as at the date of delivery or collection; and
  2. shall be exclusive of all costs and charges of packaging, insurance and transport of the Goods, which (if applicable) shall be invoiced to you, and payable by you.
2. The charges for Services shall be the charges set out in the Order Confirmation or, if no charges are quoted, will be calculated on a time and materials basis in accordance with our hourly fee rates, as set out in our current price list at the date of the Contract.
3. We shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of any materials.
4. We reserve the right to increase the price of the Goods and/or Services, by giving notice to you at any time before delivery or collection, to reflect any increase in the cost of the Goods and/or Services to us that is due to:
  1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by you to change the delivery or collection date(s) or location, quantities or types of Goods ordered, or the Goods Specification and/or Services Specification; or
  3. any delay caused by any instructions from you in respect of the Goods and/or Services or your failure to give us adequate or accurate information or instructions in respect of the Goods and/or Services.
5. Credit accounts may be opened at our discretion on application subject to financial status and approval of references by us. Unless otherwise agreed by us in writing, where you are accepted for a credit account, you shall pay each invoice submitted by us in full and in cleared funds to a bank account nominated in writing by us by the last day of the month following the month in which the invoice was issued. Where delivery or collection has been postponed at your request or by your default then we may submit our invoice at any time after the Goods are ready for delivery or collection or would have been ready in the ordinary course but for the request or default as aforesaid
6. Unless we have agreed otherwise in writing or if you have been accepted by us for a credit account in accordance with clause 13.5; we shall invoice you on or at any time after we have issued an Order Confirmation. Unless otherwise agreed in writing, you shall pay each invoice submitted by us immediately in full and in cleared funds to a bank account nominated in writing by us. Where we have increased the price of the Goods and/or Services pursuant to condition 13.4, we shall invoice you for such increase which you shall pay, in addition to our original invoice, in accordance with the provisions of this condition 13.5.
7. Where we have agreed to provide you with a credit account, we may refuse to accept any further Order(s) from you where you have exceeded the agreed credit facility at the time of submitting such Order(s), or where such Order(s) may increase the sums due from you to us beyond the agreed credit facility.
8. We may withdraw or reduce credit facilities at any time without notice and without liability to you.
9. All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax (VAT) which shall be payable by you in addition to the price of the Goods and/or Services.
10. If you fail to make a payment due to us under the Contract by the due date, then, without limiting our other rights and remedies, we shall be entitled to charge you interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 13.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11. You shall pay, and we shall be entitled to recover, our costs, expenses and charges (including legal and debt collection costs and fees) incurred in collecting any late payment.
12. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). No disputes arising under the Contract nor delays beyond our reasonable control shall interfere with your obligation to pay invoices issued by us.
Intellectual Property Rights
1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) shall be owned by us. All intellectual property rights which subsist in the Goods shall be owned by us, our suppliers or licensors (as the case may be).
2. You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by or on behalf of you to us for the term of the Contract for the purpose of providing the Services to you.
3. All drawings, designs, documents and other information (Materials) supplied by us are supplied on the express understanding that copyright and all other intellectual property rights are reserved to us and that you will not without our prior written consent either give away, loan, exhibit or sell any such Materials or extracts therefrom or copies thereof or use them in any way except in connection with the receipt and use by you of the Goods and/or Services in respect of which they are issued.
Data Protection
Both parties will comply with their obligations under applicable data protection legislation.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by condition 16.2.
2. Each party may disclose the other party's confidential information:
  1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this condition 16; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Termination of the Contract
1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
2. Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if:
  1. you fail to pay any amount due under the Contract on the due date for payment; or
  2. you undergo a change of control (within the meaning given in section 1124 of the Corporation Tax Act 2010).
3. Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract or any other contract on the due date for payment, if you become subject to any of the events listed in condition 17.1(a) to condition 17.1(d), or we reasonably believe that you are about to become subject to any of them.
Consequences of Termination
1. On termination of the Contract pursuant to condition 17:
  1. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
  2. you shall return all of the Supplier Materials and any Goods which have not been fully paid for. If you fail to do so, then we may enter your premises or any other location where such items are situated and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.
3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
4. We may in our sole discretion agree to terminate a Contract at your request on condition that all costs and expenses incurred by us up to the time of cancellation and all loss of profits and other loss or damage suffered by us by reason of such cancellation will be paid forthwith by you to us.
Force Majeure
1. Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (including non-performance by suppliers or subcontractors or any labour or trade dispute, strikes, industrial action or lockouts). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 16 weeks, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.
2. The provisions of condition 19.1 shall not apply to the obligation to pay charges due under the Contract.
Limitation of Liability
1. Nothing in these Terms shall limit or exclude our liability for:
  1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation;
  3. breach of the Terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
  4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
2. Except to the extent expressly stated in condition 7.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
3. Subject to 20.1:
  1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
    1. loss connected to the removal of the Goods, or the refitting of any repaired or replacement Goods, from or into any other goods, products or machinery;
    2. loss of profit;
    3. loss of sales or business;
    4. loss of agreements or contracts;
    5. loss of anticipated savings;
    6. loss of use or corruption of software, data or information;
    7. loss of or damage to goodwill; and
    8. any indirect or consequential loss;
    arising under or in connection with any Contract between us; and
  2. our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total sums paid by you for Goods and/or Services under such Contract.
Other Important Terms
1. We may transfer our rights and obligations under these Terms to another organisation.
2. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing
3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the Contract or make any changes to these Terms.
4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
5. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Goods, we can still require you to make the payment at a later date.
6. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
7. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
8. Any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Last updated: March 2022.

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