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Terms and Conditions
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
The Customer's attention is particularly drawn to the provisions of clause
(Failure to provide access to the Delivery Location), clause
(Limitation of liability) and
(Cancellation by the Customer).
The following definitions and rules of interpretation apply in these Conditions.
: the form setting out the key details of the contract which the Customer has accepted in writing.
: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
: has the meaning given in
: these terms and conditions as amended from time to time in accordance with clause
: the contract formed between the Supplier and the Customer in accordance with clause
for the supply of Goods and/or Services which shall incorporate the Order (including the Booking Form) and these Conditions.
: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
: the person or firm who purchases the Goods and/or Services from the Supplier.
Data Protection Legislation:
up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“
”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
: the deliverables set out in the Contract produced by the Supplier for the Customer.
: has the meaning given in clause
Force Majeure Event
: has the meaning given to it in clause
: the goods (or any part of them) set out in the Contract.
Intellectual Property Rights
: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
: the Customer's order for the supply of Goods and/or Services set out in the Supplier’s quotation and the Booking Form both of which the Customer has accepted in writing.
: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Contract.
: any specification or description of the Goods and/or Services, including any relevant plans, drawings and the Deliverables, to be supplied by the Supplier to the Customer as set out in the Contract.
: Hatch Interiors Limited registered in England and Wales with company number 05978270 whose registered address is at 7 Bourne Court, Southend Road, Woodford Green, Essex, IG8 8HD.
: has the meaning given in clause
includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms
or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to
Basis of contract
The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order and receives the Customer’s deposit in accordance with clause
at which point and on which date the Contract shall come into existence (
). For the avoidance of doubt, the Supplier shall not supply the Goods and/or Services until the Supplier has received the Customer’s deposit in accordance with clause
Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them and shall remain the property of the Supplier. They shall not form part of the Contract or have any contractual force.
If the Customer’s Order for the Goods and/or Services is rejected or withdrawn by the Supplier or the Customer, the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all samples, drawings or other materials provided to the Customer in its possession, custody or control and, in the case of destruction, certify to the Supplier that the Customer has done so.
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 course of dealing.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
The Goods are described in the Supplier's catalogue as modified by any applicable Specification.
The Customer shall indemnify the Supplier 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 the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of any applicable Specification. This clause
shall survive termination of the Contract.
The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
Out of stock Goods
If in between the Commencement Date and the delivery date set out in the Contract, some or all of the Goods in the Contract are out of stock or no longer available, the Supplier shall notify the Customer and the Customer shall have the right to either:
make an order for alternative Goods, in which case, the Supplier shall issue an updated quotation setting out any increase or decrease of the price of the Goods and/or Services; or
accept temporary goods until the unavailable Goods are in stock and available, in which case, these Conditions shall apply to the Customer and in particular, clause
Delivery of Goods
The Supplier shall ensure that
each delivery of the Goods is accompanied by a delivery note which shows the date of the order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
The Supplier shall deliver the Goods to the location set out in the Contract or such other location as the parties may agree in writing (
) at any time after the Supplier notifies the Customer that the Goods are ready.
Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions, prepare the Delivery Location in accordance with the Supplier’s instructions or any other instructions that are relevant to the supply of the Goods.
If the Supplier fails to deliver the Goods, 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 Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the 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.
If the Customer fails to accept delivery of the Goods on the delivery date specified in the Contract, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
delivery of the Goods shall be deemed to have been completed at 9.00 am on the date following the delivery date specified in the Contract; and
the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
If 7 days after the delivery date specified in the Contract the Customer has not accepted delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
The Supplier 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 the Customer to cancel any other instalment.
The Customer shall provide the Supplier and its employees, agents, consultants and subcontractors, with access to the Delivery Location as agreed and set out in the Contract.
If the Customer fails to provide the Supplier with access to the Delivery Location as set out in the Contract, the Supplier may charge the Customer a failed delivery charge of £500 as compensation for the net costs the Supplier will incur as a result of the Customer’s breach of this clause
Quality of Goods
The Supplier warrants that on delivery, and for a period of 24 months from the date of delivery (
), the Goods shall:
conform in all material respects with their description and any applicable Specification;
be free from material defects in design, material and workmanship;
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
be fit for any purpose held out by the Supplier.
Subject to clause
, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
the Customer gives notice in writing during the warranty period within:
5 Business Days from the date of delivery or performance in the case of defects discoverable by physical inspection; or
within a reasonable time of discovery from delivery or performance in the case of latent defects
that some or all of the Goods do not comply with the warranty set out in clause
the Supplier is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost.
The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause
the Customer makes any further use of such Goods after giving a notice in accordance with clause
the defect arises because the Customer failed to follow the Supplier's verbal or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
the Customer alters or repairs such Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal conditions; or
the Goods differ from their description or the Goods and Services Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
Except as provided in this clause
, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause
The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Title and risk
The risk in the Goods shall pass to the Customer on completion of delivery.
Title to the Goods shall not pass to the Customer until the
Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment of all such sums.
Until title to the Goods has passed to the Customer, the Customer shall:
store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
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;
notify the Supplier immediately if it becomes subject to any of the events listed in clauses
give the Supplier such information relating to the Goods as the Supplier may require from time to time.
If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses
, then, without limiting any other right or remedy the Supplier may at any time:
require the Customer to deliver up all Goods in its possession, or irrevocably incorporated into another product; and
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.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Contract (including any applicable Specification) in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
The Supplier reserves the right to amend the 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 the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
The Customer shall:
ensure that the terms of the Order and any information it provides in any applicable Specification are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
be responsible and provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Delivery Location, Customer's premises, office accommodation and other facilities in the manner set out in the Contract and/or as reasonably required by the Supplier to supply the Goods and/or Services. Clause
may apply if the Customer fails to provide the Supplier with access to the Delivery Location as set out in the Contract;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
be responsible and prepare the Customer's premises for the supply of the Services as set out in the Contract or as instructed by the Supplier in writing;
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;
comply with all applicable laws, including health and safety laws;
keep all furniture, materials, equipment, documents and other property of the Supplier (
) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
comply with any additional obligations as set out in the Contract.
If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (
without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
The price for Goods and/or Services:
shall be the price set out in the Contract or, if no price is quoted, the price set out in the Supplier's published price list as at the date of the Contract; and
shall be inclusive of all costs and charges of packaging, insurance, transport of the Goods.
The price will take into account the deposit paid.
he Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
The Customer must pay the Supplier a deposit set out in the Contract when the Customer makes an order with the Supplier.
The Supplier shall not commence the supply of the Goods and/or Services until it receives the deposit, or if the Supplier agrees in writing, the Customer’s purchase order.
The Customer must pay the remaining amount of the price:
by the due date set out in the Supplier’s invoice; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
The Supplier reserves the right to:
increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
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);
any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or any applicable Specification; or
any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (
). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause
(Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause
will accrue each day at 4% a year above the HSBC’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
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).
Intellectual property rights
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 the Customer) shall be owned by the Supplier.
The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
Data protection and data processing
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause
is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of clause
, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
Without prejudice to the generality of clause
, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (
Applicable Data Processing Laws
). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;
the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a Personal Data breach;
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause
The Customer consents to the Supplier appointing a third-party processor of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause
. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause
Either party may, at any time on not less than 30 days' notice, revise this clause
by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause
Each party may disclose the other party's confidential information
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
if they have obtained prior written consent from the other party.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
defective products under the Consumer Protection Act 1987.
Subject to clause
the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; or
any indirect or consequential loss.
Subject to clause
the Supplier's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to either £100,000 or 200% of the total charges paid under the Contract, whichever is lower.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by 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.
shall survive termination of the Contract.
Cancellation by the Customer. THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
Except in clauses
, if the Customer wishes to cancel the Contract before or after the Goods and/or Services have been delivered or performed, the following shall apply:
the Customer must notify the Supplier in writing as soon as possible and, in any event, by no later than 24 hours’ notice before the due delivery date;
the Supplier will confirm cancellation of the Contract and the Contract will end immediately;
the Supplier may refund any payment made by the Customer towards the price of the Goods and/or Services provided the Customer has returned to the Supplier any such Goods, Deliverables or other materials as requested by the Supplier in writing;
the refund due to the Customer will be subject to a deduction of the Supplier’s administrative fees as compensation for the net costs the Supplier will incur as a result of the Customer’s cancellation of the Contract. This administrative fee will be up to £250 dependent on when the cancellation occurs (refer to the Booking Form for details);
a refund will not be due to the Customer in respect of Goods that are bespoke and made in accordance with the Specification or for Services that have already been delivered by the Supplier.
Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer not less than 10 days’ written notice.
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:
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), 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;
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.
Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
the Customer fails to pay any amount due under the Contract on the due date for payment; or
the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so; or
there is a change of control of the Customer; or
the Customer’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.
Without affecting any other right or remedy available to it, 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 the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clauses
or the Supplier reasonably believes that the Customer is about to become subject to any of them.
Consequences of termination
On termination of the Contract:
the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of the Supplier Materials and any Deliverables or Goods 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 shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
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.
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.
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.
If there is an inconsistency between any of the provisions of these Conditions and the provisions of the Booking Form, the Booking Form shall prevail.
Assignment and other dealings
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
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.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency.
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.
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.
Third parties rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
If any dispute arises in connection with the Contract, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (
) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (
) to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR.
Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.