TERMS AND CONDITIONS OF SUPPLY
1 Definitions
1.1 “Associated Company” means a company or other entity which is a holding company or a subsidiary, or a subsidiary of any such holding company, of the Buyer, Lighting Consultants Limited
1.2 “Buyer” means Lighting Consultants Limited;
1.3 “Conditions” means these conditions of purchase;
1.4 “Contract” means the contract between the Buyer and the Supplier consisting of the Order and these Conditions. Should there be any inconsistency between the documents comprising the contract, these Conditions shall have precedence unless otherwise stated in the Order;
1.5 “Delivery Date” means the date or dates specified in the Order for the delivery of the Goods or the Supply of the Services
1.6 “Goods” means all the goods and materials covered by the Order;
1.7 “Order” means the purchase order placed by the Buyer for the supply of the Goods and/or Services and signed by a duly authorised representative of the Buyer together with any Specifications and any amendments thereto communicated by the Buyer to the Supplier;
1.8 “Services” means the services covered by the Order;
1.9 “Specifications” means the technical description (if any) of the Goods or Services contained or referred to in the Order;
1.10 “Supplier” means the person, firm or company to whom the Order is addressed.
2 Contract
No contract (whether express or implied) shall come into force unless the Buyer has received the Supplier’s acceptance of the Order within 5 (five) working days of the date of the Order or the Supplier commences performance of the Order. The Order shall be withdrawn if not accepted under this clause 2 within 30 (thirty) days of the date of the Order or earlier if notified by the Buyer.
3 Title
3.1 The Supplier warrants that it has the right to and shall sell the Goods (which shall remain the absolute property of the Supplier until property therein passes to the Buyer) with full title guarantee free of any charge, lien or other encumbrance and the Buyer shall enjoy quiet enjoyment of the Goods.
3.2 The Supplier warrants and represents that it has obtained and shall make available to the Buyer all licences clearances, consents and authorisations necessary for the provision of the Services to the Buyer and the purchase of the Goods by the Buyer and their use for all purposes for which the Buyer is or ought reasonably to be aware that they are required by the Buyer.
4 Price
The price stated in the Order is a fixed price and shall not be varied for any reason whatsoever unless expressly agreed in writing by a duly authorised representative of the Buyer. If no price is stated in the Order the price shall be the Supplier’s list price less the highest discount which it offers to any buyer at that time. Unless otherwise stated in the Order, the price is inclusive of:
4.1 any applicable value added tax;
4.2 all charges for packaging, packing, carriage, insurance and deliveries of the Goods and any duties, imposts or levies other than value added tax;
4.3 all royalties, licence fees and other expenses arising from the use of any intellectual property which is required to be used by the Buyer under the Contract;
4.4 all goods, materials, plant, equipment, tools, transport and other items or services necessary to enable the Supplier to provide the Goods or Services;
4.5 the Buyer shall be entitled to deduct from any monies due or becoming due to the Supplier any monies claimed by the Buyer against the Supplier, whether under the Contract or otherwise.
5 Payment
5.1 Unless otherwise agreed in writing, payment of the price stated in the Order shall be due to the Supplier 30 (thirty) days net from the end of the month following on the later of:
5.1.1 the month during which the Goods are delivered to and off-loading completed at the Buyer’s premises;
5.1.2 the month during which the Services are fully performed by the Supplier;
5.1.3 the month during which the invoice for the Goods and/or Services is received by the Buyer.
5.2 The relevant invoice shall be correctly drawn and quote the Buyer’s Order number.
5.3 The Buyer shall be entitled to set-off against payment of the price stated in the Order any sum owed to the Buyer by the Supplier, whether under the Contract or otherwise.
5.4 Value added tax (if applicable) shall be shown separately on all invoices as a net extra charge.
5.5 Time of payment by the Buyer is not of the essence to the Contract.
6 Quality and Description
6.1 The Supplier shall not change the design or any dimensions or technical specification of the Goods and/or description of the Services without the prior written consent of the Buyer.
6.2 The Supplier warrants that all reasonable skill and care has been or will be used in manufacturing the Goods or in performing the Services and that the Goods shall (unless otherwise agreed in writing):
6.2.1 conform as to quantity, quality and description with the particulars stated in the Contract and as represented in any drawing, advertisement or brochure and comply with all statutory requirements applicable to such Goods and/or Services;
6.2.2 be free from defects in materials and workmanship;
6.2.3 strictly conform to the Specifications and to any relevant current European and/or British Standard Specifications, as authorised from time to time by the British Standards Institute or relevant European body;
6.2.4 be capable of achieving the standard of performance specified in the Contract or otherwise notified to the Supplier by the Buyer;
6.2.5 correspond with the samples of the Goods (if any) provided by the Supplier to the Buyer and approved by the Buyer;
6.2.6 be in every way fit for the purpose for which the Buyer has expressly or by implication made known to the Supplier or where the Buyer does not make any purpose known to the Supplier for the purpose for which the Goods and/or Services are normally used;
6.2.7 be durable, of satisfactory and acceptable quality, in compliance with any applicable national or international standards and shall for the purposes of the Consumer Protection Act 1987, the Health and Safety at Work Act 1974 and otherwise without limitation be safe, free from defect and in compliance with the general safety requirements, any applicable safety regulations and all other applicable legal standards;
6.2.8 be manufactured and produced using the directions and techniques prescribed by the Buyer and shall use production equipment, methods and quality assurance procedures that meet the Buyer’s requirements;
6.2.9 conform to the requirements of the Automotive Quality Standard TS16949 and the Supplier shall produce all documentation and other evidence required by the Buyer to confirm compliance to this standard.
6.3 The Supplier warrants that its ability to comply in full with its obligations under this Contract shall not be affected by any change in date or other such similar event and that all software and hardware shall not be affected by any change in date or time or other such event.
6.4 The Supplier shall:
6.4.1 where the Goods are to be provided and/or the Services are to be performed at the Buyer’s premises, observe and conform to and use its best endeavours to ensure that their servants, agents and workmen and others visiting the Buyer’s premises in connection with the supply of the Goods and/or Services observe and conform to such rules and regulations as the Buyer may from time to time make for the orderly management of the Buyer’s premises and in the interests of safety and security;
6.4.2 ensure that any Goods and/or Services are provided in accordance with the standards of performance, quality and description as stated in the Contract or otherwise notified to the Supplier by the Buyer.
6.5 The Supplier shall give the Buyer reasonable prior written notice if any of the Goods present a hazard to the health and safety of persons or property and shall mark the Goods with the relevant international danger symbols and ensure that all such Goods include a description of the material in English providing full details of all precautions to be taken by the Buyer on the delivery of the Goods and their subsequent use, storage or handling.
6.6 The obligations under the Contract apply whether or not the Goods or Services are bought by description or the Supplier or Buyer deals in Goods of the same description, or are specified under a patent or trade mark, or the Buyer has examined them or a sample
6.7 The Supplier shall make all efforts to ensure that any labour used to manufacture the Goods or to supply any Services is undertaken under reasonable conditions and does not exploit child labour in a manner inconsistent with good practice.
7 Inspection and Testing
The Buyer or any third party appointed by the Buyer shall have the right at all reasonable times to inspect the Goods and supervise the Services, the Supplier’s quality assurance procedures and any work in progress at the premises of the Supplier or any sub-contractor of the Supplier. No such inspection or any failure to reject the Goods pursuant to clause 12 shall constitute acceptance of the Goods and/or Services. Before despatching the Goods, the Supplier shall carefully inspect and test them to ensure that they comply in every aspect with the requirements of clause 6 hereof and shall supply the Buyer with the results of such inspection and testing. The Supplier shall, if requested by the Buyer, give the Buyer reasonable notice of such tests and the Buyer shall be entitled to be present or represented during such testing. Any such inspection or supervision shall not relieve the Supplier of any obligation, responsibility or liability under the Contract or otherwise.
8 Quality Management
8.1 The Goods and/or Services shall conform to any Buyer quality or other standards. In addition the Supplier shall adhere to the directions and techniques prescribed by the Buyer and shall use production equipment as well as quality assurance equipment which meet the requirements of the Buyer.
8.2 The Supplier shall operate a quality department furnished with appropriate personnel, testing and measuring equipment and shall submit to the Buyer such information and quality reports as requested by the Buyer.
8.3 The Buyer shall have the right to audit the quality management system of the Supplier and shall have reasonable access to the Suppliers premises to carry out such audit. The Supplier shall, within the period set by the Buyer comply with the quality recommendations made following any audit as set out herein.
9 Passing of Risk and Title
9.1 Risk and title in the Goods shall pass to the Buyer upon their safe delivery to, and completion of off-loading at the Buyer’s premises unless payment for the Goods is made prior to delivery when title shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract. The passing of risk and title in the Goods shall be without prejudice to any right of rejection which may accrue to the Buyer (whether under these Conditions or otherwise howsoever).
9.2 The Goods shall remain at the Supplier’s risk (including without limitation, the risk of deterioration in transit) until safe delivery to and completion of off-loading at the Buyer’s premises. The Supplier shall keep Goods insured until risk passes to the Buyer and shall retain the insurance and any proceeds thereof with all its rights against any carrier of Goods, on trust for the Buyer until the Supplier had fulfilled all its obligations under the Contract to the Buyer’s satisfaction.
10 Packaging and Damage or Loss in Transit
10.1 The Goods shall be packaged in a manner consistent with good trade practice and in compliance with all UK and international agreements relating to the packaging and carriage of goods including those relating to hazardous goods.
10.2 The Supplier will repair or replace, free of charge, any Goods damaged or lost in transit provided that the Buyer gives the Supplier written notification of such damage or shortages within a reasonable time.
10.3 The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods whether or not any Goods are accepted by the Buyer.
11 Delivery
11.1 Time is of the essence of the Contract.
11.2 The Supplier shall deliver the Goods or provide the Services at any location specified by the Buyer.
11.3 If for any reason (including circumstances beyond the control of the Supplier) the Goods or the Services or any portion thereof are not supplied or completed on the Delivery Date (or any other date agreed in writing between the Buyer and the Supplier) the Buyer shall be entitled to terminate the Contract in respect of the Goods or Services not supplied or uncompleted as by the Delivery Date (or amended date agreed by the parties). The Buyer shall also be entitled to terminate the Contract in respect of any Goods and/or Services already supplied under the Contract which cannot be effectively and commercially used by reason of the failure so to supply or complete in accordance with the Contract and, on such termination, the Buyer shall be entitled to return to the Supplier at the Supplier’s risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Supplier any monies paid by the Buyer in respect of Services partly performed;
11.4 Following termination of the Contract by the Buyer for late delivery pursuant to clause 11.3, the Buyer shall be entitled to recover from the Supplier any additional expenditure reasonably incurred by the Buyer in obtaining other Goods and/or Services in replacement, together with any losses, damages (including payments in respect of economic or consequent loss or a loss of profit) costs or expenses incurred by the Buyer arising from the late supply of the Goods or Services.
11.5 The Supplier shall be responsible for obtaining and maintaining at its own expense any necessary import or export licence, customs clearance, exchange control, consents or other authorisations and permits whatsoever which are required for the delivery of the Goods and/or Services.
11.6 The Supplier shall at once give notice to the Buyer of any likely delay in delivery of which it becomes aware and shall provide the Buyer with prompt and reasonable notice of the next possible delivery date.
11.7 In the case of an Order for Goods and/or Services by instalments over a period, deliveries, provisions and the corresponding payment obligations may be suspended on the giving of reasonable notice by the Buyer for any period during which the Buyer, for whatever reason, is unable to use the Goods and/or Services for the purpose for which they are required. Deliveries or provision of Goods and/or Services and the corresponding payment obligations still suspended shall be resumed in accordance with the Contract on the Buyer giving reasonable notice to this effect.
11.8 All shipments of Goods will be accompanied by a dispatch note bearing the number of the Buyer’s Order, part numbers, quantities delivered and a statement as to whether the delivery is partial or complete. If the delivery is partial the dispatch note will list the remaining items and their expected delivery date.
12 Rejection
12.1 The Buyer may by notice to the Supplier reject the Goods or Services or any part thereof if the Supplier fails to comply with its obligations under the Contract. Failure to inspect the Goods by the Buyer shall not affect the Buyer’s rights to reject any Goods and/or Services which are subject to defects, including hidden defects or any claim for breach of contract. When giving notice of rejection the Buyer shall specify the reasons thereof and shall thereafter return any rejected Goods to the Supplier at the Supplier’s own risk and cost. The Supplier will also reimburse the Buyer for the cost of any storage or other expenses incurred by the Buyer.
12.2 Following rejection in accordance with this clause 12, the Supplier shall be responsible for:
12.2.1 replacing the rejected Goods or Services within a reasonable time (not exceeding 30 days) having first submitted such replacement Goods or Services to the inspection and testing procedures set out in clause 7 above;
12.2.2 repayment to the Buyer of all monies paid and compensation for all losses or any expenses whatsoever incurred by the Buyer arising from any delays following the rejection and in the period to the Buyers obtaining satisfactory replacements;
12.2.3 repayment to the Buyer of all monies paid to the Supplier in respect of any rejected Goods or Services not replaced or re-performed (as the case may be) within a reasonable time by the Supplier;
12.2.4 repayment to the Buyer of any additional expenditure over and above the price specified in the Contract which is reasonably incurred by the Buyer in obtaining other Goods or Services in place of the rejected Goods or Services and compensation for all losses and expenses whatsoever incurred by the Buyer arising from the delay in obtaining replacements.
12.3 Any rejection by the Buyer or any acceptance of credit reimbursement or replacement by the Buyer shall be without prejudice to the Buyer’s other rights (if any) in respect of the defect or other failure to comply with the requirements of the Contract.
12.4 The Supplier shall at its own cost destroy any Goods that are rejected by the Buyer or that are scrapped by the Supplier’s own quality control procedures and the Supplier shall not distribute any such items to any third party whatsoever.
13 Continuing Guarantee
13.1 In the event that any of the Goods or Services supplied under the Contract are defective, deficient or otherwise fail to comply with the terms of the Contract and such defect, deficiency or failure is notified to the Supplier within sixty months (or such other period as may be agreed in writing between the parties) of the date when the Goods were put into service by the Buyer or its customer or the Services were completed, then the Supplier shall (at the option of the Buyer) either repair or replace the relevant Goods or re-perform the relevant Services, in each case without charge.
13.2 The warranty set out in clause 13.1 shall also extend to any replacement Goods or Services for a period ending sixty months after the date of such replacement or re-performance.
14 Care and Return of Patterns, Dies, Tooling etc.
14.1 All drawings, plans, specifications, photographs, moulds, dies, materials, patterns, designs or other items supplied by the Buyer or prepared or obtained by the Supplier for and at the cost of the Buyer, and any intellectual property rights therein, shall be and remain the property of the Buyer. The Supplier shall maintain all such items in good order and condition, in secure and confidential conditions and fully and effectually insured for their full replacement value whilst in its custody and shall return them to the Buyer in good order and condition on completion of the Contract or as otherwise directed by the Buyer. The Supplier shall insure and indemnify the Buyer against any loss or damage to such items while they are in the Supplier’s custody and to procure that the Buyer’s interest is noted on any such policy covering such items.
14.2 In the event that the Supplier fails so to return any of the aforesaid items, the Buyer may, without prejudice to any other right, withhold all payments due to the Supplier until they are so returned.
14.3 The Supplier shall not use or permit to be used any property of the Buyer or any property acquired by the Buyer and the Supplier on a shared costs basis for or in connection with any purpose other than the supply of the Goods to the Buyer unless such use is expressly authorised by the Buyer in writing.
14.4 The Supplier shall not change the specification or otherwise modify any tooling or other of the aforesaid items without the prior written consent of the Buyer.
14.5 The Supplier shall clearly mark all tooling and other of the aforesaid items as the property of the Buyer and with any other identification or part numbers as requested by the Buyer.
14.6 The Supplier shall not destroy, damage or assign any tooling or other of the aforesaid items to any third party without the prior written agreement of the Buyer.
15 Intellectual Property Rights
15.1 The Supplier will indemnify the Buyer, the Buyer’s associated companies, their employees and agents against any claim or infringement of any patent, registered design, unregistered design right, trade mark, copyright, right of confidence or any other intellectual property right, whether foreign or domestic, by the use or resale of any Goods or Services or article or material or any part thereof supplied by the Supplier to the Buyer and against all costs and damages (including legal costs) which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action.
15.2 The Buyer shall be entitled to reject the Goods or the Services or any part thereof in the event that the use or sale infringes any patent, copyright, registered design, trade mark, trade name or any other third party right.
15.3 The Contract is for the outright purchase of the Goods or Services by the Buyer from the Supplier, where such Goods or Services are designed, made or performed specifically for the Buyer, all intellectual property rights therein (including, without limitation, all rights in equipment, designs, patterns, moulds, tooling, drawings, photographs and the like prepared or constructed by the Supplier and paid for by the Buyer) shall pass to the Buyer upon acceptance of the Goods and/or Services or upon termination of the Contract, including the right on the part of the Buyer to protect the same patent, design right, trademark, copyright or other form of intellectual property.
15.4 The Supplier hereby grants the Buyer a royalty-free non-exclusive world-wide licence to use all patents, registered design, unregistered design rights, trademarks, copyright, right of confidence or any other intellectual property rights whether foreign or domestic in the Goods and/or Services as well as the right to grant any such sub-licence to any third party.
15.5 The Supplier shall inform the Buyer as soon as it is aware of any potential claim, action, issue, proceedings or demand made in respect of any patent or other right as mentioned in this clause 15 that relates to the Goods and/or Services and shall provide the Buyer with all assistance reasonably requested in resisting any such claim or other action.
16 Assignment and Sub-contracting
The Supplier shall not, without the prior consent in writing of the Buyer (which may be withheld in its absolute discretion), assign, sub-contract or transfer any of its rights or obligations under the Contract to any other person. In the event that the Buyer gives such consent, the Supplier shall nevertheless remain fully responsible for the acts and defaults of such assignee or sub-contractor and shall supply the Buyer on its request with a copy of the relevant assignment or sub-contract.
17 Confidentiality / Publicity
17.1 Any information supplied by the Buyer to the Supplier in connection with the Goods or Services here under or the Buyer’s business or the business of any Buyer Associated Company shall be treated as confidential information and shall not be disclosed to any third party or used by the Supplier except in accordance with the terms of the Contract or with the Buyer’s express written agreement.
17.2 The Supplier will not and will procure that no person that directly or indirectly supplies the Supplier will, without first obtaining the written consent of the Buyer (which may be withheld in its absolute discretion), in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to the Buyer the Goods or Services or otherwise publish any material using the Buyer or any Associated Company’s name, or the name and/or image of any car, driver, premises or employee of the Buyer or any Associated Company.
17.3 The Supplier expressly acknowledges that breach of this clause 17 may result in injury or loss to the Buyer which may be difficult to assess, and the Supplier accordingly consents (to the extent permitted by law) to the entry of injunctive or other equitable relief against it to restrain such breach.
17.4 The Supplier shall not use the trade name, logo, names, livery or other indicia belonging to the Buyer or any Associated Company or the image or likeness of any of the Buyer or any Associated Company’s products, drivers or personnel in any form whatsoever without the Buyer’s prior written agreement.
17.5 The Supplier shall keep all confidential information secure and protected against theft, damage, loss or unauthorised access and shall return all such information to the Buyer at the Buyer’s request.
18 Gifts
The Supplier shall not make or offer gifts or gratuities of any type to the Buyer’s employees or members of their families.
19 Indemnities
The Supplier shall indemnify and keep the Buyer fully and effectually indemnified against:
19.1 All actions costs, claims, losses, damages, expenses and liabilities of whatever kind against, or incurred by the Buyer or its property or to or by or at the instance of any third parties or their property (save only to the extent that such actions, costs, claims, losses, damages, expenses and liabilities shall be caused by the negligent act or omission of the Buyer) arising directly or indirectly by reason of;
19.1.1 any breach or failure in due or proper implementation by the Supplier of the provisions of the Contract;
19.1.2 (without prejudice to the generality of the foregoing) the act, default or omission of the Supplier, its servants, sub-contractors or agents or by faulty design, workmanship or materials.
19.2 all costs and expenses incurred by the Buyer in doing anything or carrying out any works or operations in order to minimise or avoid any such actions, costs, claims, losses, damages, expenses and liabilities as aforesaid which may from time to time occur or which the Buyer may from time to time anticipate to be likely to occur including any product recall.
19.3 the Supplier shall provide to the Buyer and its insurers such assistance in connection with any such actions or claims as the Buyer shall require.
20 Spare Parts
The Supplier shall supply the Buyer for a period of fifteen years from the final delivery of the Goods such spare parts as the Buyer may from time to time require and such supply shall be at the price as set out under the terms of the Contract unless otherwise agreed between the parties in writing.
21 Insurance
21.1 Without prejudice to the Supplier’s liability to indemnify the Buyer under clause 19, the Supplier shall:
21.1.1 in the joint names of the Supplier and the Buyer, insure and keep effectually insured until the date on which the Services have been fully performed by the Supplier, all equipment and unfixed materials (if any) as may for the time being be upon the Buyer’s premises against loss, damage or destruction by all risks capable of being covered for the full replacement value thereof. All monies received under such insurance shall be applied in or towards the replacement and repair of such equipment and unfixed materials lost, damaged or destroyed as a result of such insured risks or any of them. The Supplier shall ensure that all insurance effected in compliance with this clause 21 shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to the Buyer;
21.1.2 maintain in the joint names of the Supplier and the Buyer such insurances as are necessary to cover the liability of the Supplier and his employees, sub-contractors or agents in respect of personal injury or death arising out of or in the course of or caused by the provision of the Goods or Services by the Supplier not due to any act or omission of the Buyer or of any person for whom the Buyer is responsible and in respect of injury or damage to property, real or personal, or financial loss (including business interruption) arising out of or in the course of or by means of the provision of the Goods or Services by the Supplier and caused by any negligence, omission or default on the part of the Supplier or its employees, sub-contractors or agents. Such insurance shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to the Buyer;
21.1.3 maintain such insurances as are necessary to cover the liability of the Supplier in respect of personal injury to or the death of any person under a contract or service or apprenticeship with the Supplier arising out of or in the course of or caused by the provision of the Goods or Services by the Supplier not due to any act or neglect of the Buyer or any person for whom the Buyer is responsible.
21.2 As and when it is reasonably required so to do by the Buyer, the Supplier shall produce to the Buyer the policies of insurance required by clause 21.1 and documentary evidence that the premiums payable there-under have been paid when due and that such polices are still in force.
21.3 All insurance maintained by the Supplier pursuant to this clause 21 shall be and shall state that it is primary with respect to any insurance maintained by the Buyer.
21.4 Without prejudice to clause 21.1 the Supplier shall provide the Buyer with at least 30 (thirty) days written notice of any relevant policy cancellation or non-renewal.
22 Supply of Services Plant and Equipment
22.1 Unless otherwise expressly stated in the Contract, the Supplier shall provide all plant and equipment necessary to enable it to supply the Goods and/or perform the Services.
22.2 The Supplier will be solely responsible for the safe and secure storage of its plant equipment and materials on the site and the Buyer shall have no liability for any damage to or loss of such plant, equipment or materials.
22.3 Where any Order involves works being carried on the Buyer’s premises or sites, the Supplier and its employees, sub-contractors and agents working on or about the Buyer’s premises or sites are obliged to observe all relevant statutory rules and regulations. All personnel working within the Buyer’s premises or sites must report to the Buyer’s designated representative before commencing such work.
23 Termination
23.1 The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event the Buyer’s sole liability shall be to pay to the Supplier the price for the Goods or Services delivered or performed in accordance with the Order prior to the date of termination, less the Suppliers net saving of cost arising from cancellation.
23.2 The Buyer shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:
23.2.1 the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
23.2.2 the Supplier ceases, or threatens to cease, to carry on business;
23.2.3 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly;
23.2.4 the Supplier commits a material breach of the Contract which is not remediable or, if remediable, is not remedied within 7 (seven) days of the Supplier’s receipt of the Buyers notice so to do.
24 Miscellaneous Provisions
24.1 Lighting Consultants Limited or any subsidiary or associated company may enforce the terms of the Contract subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as provided in this clause 24.1, a person who is not a party to the Contract has no rights under the Contracts (Rights to Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
24.2 Neither the Buyer nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of the Buyer and the Supplier have agreed such variation, waiver or addition in writing;
24.3 All the Goods and Services shall be supplied subject to these Conditions which shall override any other terms or conditions submitted by the Supplier. The Contract constitutes the entire agreement and understanding between the Buyer and the Supplier in respect of the Goods and/or Services to the exclusion of all other terms and conditions and supersedes all prior representations, understandings, arrangements and agreements between them relating to such subject matter (whether oral or in writing).
24.4 If any provision (or part thereof) of these Conditions shall be found to be invalid, ineffective, or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any provision (or the remainder of the provision of which such invalid, ineffective, or unenforceable part forms part).
24.5 The Buyer’s remedies as defined in these Conditions shall be without prejudice to any other rights, either at common law or under statute, which the Buyer may have against the Supplier. No relaxation, forbearance or delay by the Buyer in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of the Buyer here under, nor shall any waiver by the Buyer of any breach operate as a waiver of any subsequent or continuing breach thereof.
24.6 The headings in these Conditions are for convenience only and shall not affect the interpretation thereof.
24.7 The Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
