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Terms and Conditions



TERMS & CONDITIONS OF SALE

 

Revision 1.4

The Customer’s
attention is particularly drawn to the provisions of clause
12.

1               
Interpretation

1.1           
Definitions. In these Conditions, the following
definitions apply:

“Business Day”

a day other than a Saturday, Sunday or public holiday in England when
banks in London are open for business.

“Commencement Date”

has the meaning set out in clause 2.2.

“Conditions”

these terms and conditions as amended from time to time in accordance
with clause 15.7.

“Contract”

the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions.

“Customer”

the person or firm who purchases the Goods and/or Services from the
Supplier.

“Deliverables”

the deliverables set out in the Order.

“Delivery Location”

has the meaning set out in clause 4.2.

“Force Majeure Event”

has the meaning given to it in clause 14.1.

“Goods”

the goods (or any part of them) set out in the Order.

“Goods Specification”

any specification for the Goods that is agreed in writing by the
Customer and the Supplier.

“Intellectual Property Rights”

patents, rights to inventions, copyright and related rights, trade
marks, business names and domain names, rights in get-up, goodwill and the
right to sue for passing off, rights in designs, database rights, rights to
use, and protect the confidentiality of, confidential information (including
know-how), 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

“Order”

the Customer’s order for the supply of Goods and/or Services, as set
out in the Customer’s purchase order form, or the Customer’s written
acceptance of the Supplier’s quotation, or overleaf, as the case may be.

“Services”

the services, including the Deliverables, supplied by the Supplier to
the Customer as set out in the Service Specification below.

“Service Specification”

the description or specification for the Services provided in writing
by the Supplier to the Customer.

“Supplier”

SR & HM Shaw Limited, J&M Shaw Limited and the Diaquip Trust
trading as Diaquip of Unit 1, Whitefield Road Industrial Estate, Whitefield
Road, Bredbury, Stockport, SK6 2QR.

“Supplier Materials”

has the meaning set out in clause 8.1.5.

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

1.2.1       
a person
includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality);

1.2.2       
a reference to a party includes its successors
or permitted assigns;

1.2.3       
a reference to a statute or statutory provision
is a reference to such statute or statutory provision as amended or re-enacted.
A reference to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as amended or
re-enacted;

1.2.4       
any phrase introduced by the terms including, include, in particular
or any similar expression shall be construed as illustrative and shall not
limit the sense of the words preceding those terms; and

1.2.5       
a reference to writing or written
includes e-mails.

2               
Basis of contract

2.1           
The Order constitutes an offer by the Customer
to purchase Goods and/or Services in accordance with these Conditions.

2.2           
The Order shall only be deemed to be accepted
when the Supplier issues written acceptance of the Order at which point and on
which date the Contract shall come into existence (“Commencement Date“).
The Supplier shall not be under any
obligation to accept an Order.

2.3           
The Contract constitutes the entire agreement
between the parties. The Customer acknowledges that it has not relied on any
statement, promise, representation, assurance or warranty made or given by or
on behalf of the Supplier which is not set out in the Contract.

2.4           
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 on the Supplier’s
website, or its 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. They shall not form part of the Contract or have any contractual force.

2.5           
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.

2.6           
Any quotation given by the Supplier shall not
constitute an offer, and is only valid for a period of 30 Business Days from
its date of issue.

2.7           
All of these Conditions shall apply to the
supply of both Goods and Services except where application to one or the other
is specified.

2.8           
Any request to terminate an accepted Order
before the delivery of Goods or the performance of Services shall be at the
discretion of the Supplier. Further, the return of unwanted Goods by the
Customer shall be at the discretion of the Suppler. The Buyer shall, on demand,
indemnify the Supplier against all costs, expenses and other liabilities
incurred by the Supplier arising out or that are in connection with the
cancellation or return of the Goods contemplated by this clause
2.8

3               
Goods

3.1           
The Goods are described in the Supplier’s
catalogue as modified by any applicable Goods Specification.

3.2           
The Supplier reserves the right to amend the
specification of the Goods if required by any applicable statutory or
regulatory requirements.

3.3           
To the extent that the Goods are to be
manufactured in accordance with a Goods Specification supplied by the Customer,
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
and other reasonable professional costs and expenses) suffered or incurred by
the Supplier 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 the Goods Specification.
This clause
3.3 shall survive termination of the Contract.

4               
Delivery of Goods

4.1           
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
.

4.2           
Delivery of the Goods shall be affected by the
delivery of them by the Supplier or the collection of them by the Customer, as
follows:

4.2.1       
where delivered by the Supplier, the Supplier
shall deliver the Goods to the location set out in the Order or such other
location as the parties may agree (“Delivery
Location
“) at any time after the Supplier notifies the Customer that
the Goods are ready; or otherwise

4.2.2       
the Customer shall collect the Goods from the
Supplier’s premises at such other location stated in the Order or as may be
advised by the Supplier before delivery (“Delivery Location“) within three Business Days of the Supplier
notifying the Customer that the Goods are ready.

4.3           
Delivery of the Goods shall be completed on the
Goods’ arrival at the Delivery Location the completion of loading of the Goods
at the Delivery Location as the circumstances of deliver dictate.

4.4           
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 or any other instructions that are relevant to the
supply of the Goods.

4.5           
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 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.

4.6           
If the Customer fails to accept or take delivery
of the Goods within 5 Business Days of the Supplier notifying the Customer that
the Goods are ready, 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:

4.6.1       
delivery of the Goods shall be deemed to have
been completed at 9.00 am on the 5th Business Day following the day on which
the Supplier notified the Customer that the Goods were ready; and

4.6.2       
the Supplier shall store the Goods until
delivery takes place, and charge the Customer for all related costs and
expenses (including insurance).

4.7           
If 5 Business Days after the Supplier notified
the Customer that the Goods were ready for delivery the Customer has not taken or
accepted delivery of them, 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.

4.8           
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.

5               
Quality of Goods

5.1           
The Supplier warrants that on delivery, and for
a period of 12 months or as other wise stated in the Order from the date of
delivery (“warranty period“),
the Goods shall in all material respects:

5.1.1       
conform with their description;

5.1.2       
be free from material defects in design,
material and workmanship;

5.1.3       
be of satisfactory quality (within the meaning
of the Sale of Goods Act 1979)
.

5.2           
Subject to clause
5.3, if:

5.2.1       
the Customer gives notice in writing during the
warranty period within a reasonable time of discovery that some or all of the
Goods do not comply with the warranty set out in clause
5.1;

5.2.2       
the Supplier is given a reasonable opportunity
of examining such Goods; and

5.2.3       
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
(except where the Goods are determined by the Supply (acting reasonably) to not
be defective),

the Supplier shall, at
its option, repair or replace the defective Goods, or refund the price of the
defective Goods in full.

5.3           
The Supplier shall not be liable for the Goods’
failure to comply with the warranty in clause
5.1 if:

5.3.1       
the Customer makes any further use of such Goods
after giving a notice in accordance with clause
5.2;

5.3.2       
the defect arises because the Customer failed to
follow the Supplier’s oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods or (if there are
none) good trade practice;

5.3.3       
the defect arises as a result of the Supplier
following any drawing, design or Goods Specification supplied by the Customer;

5.3.4       
the Customer alters or repairs such Goods
without the written consent of the Supplier;

5.3.5       
the defect arises as a result of fair wear and
tear, wilful damage, negligence, or abnormal working conditions;

5.3.6       
the Goods differ from their description in any
Goods Specification as a result of changes made to ensure they comply with
applicable statutory or regulatory standards

5.4           
Except as provided in this clause
5, the Supplier shall have no liability to the
Customer in respect of the Goods’ failure to comply with the warranty set out
in clause 5.1.

5.5           
The terms of these Conditions shall apply to any
repaired or replacement Goods supplied by the Supplier under clause
5.2.

6               
Title and risk

6.1           
The risk in the Goods shall pass to the Customer
on completion of delivery.

6.2           
Title to the Goods shall not pass to the
Customer until:

6.2.1       
the Supplier receives payment in full (in cash
or cleared funds) for the Goods and any other goods that the Supplier has
supplied to the Customer 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

6.3           
Until title to the Goods has passed to the
Customer, the Customer shall: 

6.3.1       
store the Goods separately from all other goods
held by the Customer so that they remain readily identifiable as the Supplier’s
property; 

6.3.2       
not remove, deface or obscure any identifying
mark or packaging on or relating to the Goods;

6.3.3       
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;

6.3.4       
notify the Supplier immediately if it becomes
subject to any of the events listed in clause
13.1.2 to clause 13.1.13; and

6.3.5       
give the Supplier such information relating to
the Goods as the Supplier may require from time to time.

6.4           
Subject to clause
6.5, the Customer may resell or use the Goods in the
ordinary course of its business (but not otherwise) before the Supplier
receives payment for the Goods. However, if the Customer resells the Goods
before that time:

6.4.1       
it does so as principal and not as the
Supplier’s agent; and

6.4.2       
title to the Goods shall pass from the Supplier
to the Customer immediately before the time at which resale by the Customer
occurs.

6.5           
If before title to the Goods passes to the
Customer the Customer becomes subject to any of the events listed in clause
13.1.2 to clause 13.1.13, then, without limiting any other right or remedy
the Supplier may have:

6.5.1       
the Customer’s right to resell Goods or use them
in the ordinary course of its business ceases immediately; and

6.5.2       
the Supplier may at any time:

6.5.2.1       require
the Customer to deliver up all Goods in its possession which have not been
resold, or irrevocably incorporated into another product; and

6.5.2.2       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.

7               
Supply of Services

7.1           
The Supplier shall provide the Services to the
Customer in accordance with the Service Specification in all material respects.

7.2           
The Supplier shall use all reasonable endeavours
to meet any performance dates for the Services specified in the Order, but any
such dates shall be estimates only and time shall not be of the essence for the
performance of the Services.
.

7.3           
The Supplier shall have the right to make any
changes to the Services which are necessary to comply with any applicable law
or safety requirement, or which do not materially affect the nature or quality
of the Services, and the Supplier shall notify the Customer in any such event.

7.4           
The Supplier warrants to the Customer that the
Services will be provided using reasonable care and skill.

8               
Customer’s obligations

8.1           
The Customer shall:

8.1.1       
ensure that the terms of the Order and (if
submitted by the Customer) the Goods Specification are complete and accurate;

8.1.2       
co-operate with the Supplier in all matters
relating to the Services;

8.1.3       
provide the Supplier, its employees, agents,
consultants and subcontractors, with access to the Customer’s premises, office
accommodation and other facilities as reasonably required by the Supplier to
provide the Services;

8.1.4       
provide the Supplier with such information and
materials as the Supplier may reasonably require to supply the Services, and
ensure that such information is accurate in all material respects; 

8.1.5       
keep and maintain all materials, equipment,
documents and other property of the Supplier (“Supplier Materials“) 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

8.2           
If the Supplier’s performance of any of its
obligations in respect of the Services is prevented or delayed by any act or
omission by the Customer or failure by the Customer to perform any relevant
obligation (“Customer Default“):

8.2.1       
the Supplier shall without limiting its other
rights or remedies 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 to the extent the
Customer Default prevents or delays the Supplier’s performance of any of its
obligations;

8.2.2       
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
8.2; and

8.2.3       
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.

9               
Charges and payment

9.1           
The price for Goods and/or Services shall be the
price set out in the Order or, if no price is quoted, the price set out in the
Supplier’s published price list as at the date of delivery or performance.

9.2           
Except where otherwise stated in the Order, the
price of the Goods is exclusive of all costs and charges of packaging,
insurance, transport of the Goods, which shall be paid by the Customer when it
pays for the Goods.

9.3           
The Supplier reserves the right to:

9.3.1       
increase the price of the Goods or Services, by
giving notice to the Customer at any time before delivery or performance, to
reflect any increase in the cost of the Goods or the Services to the Supplier
that is due to:

9.3.1.1       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);

9.3.1.2       any
request by the Customer to change the delivery date(s), quantities or types of
Goods, the Goods Specification o
r the Services Specification

9.3.1.3       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.

9.4           
In respect of Goods the Supplier shall invoice
the Customer either (as set out in the Order):

9.4.1       
at any time after the Order is accepted, such
invoice to be paid before Delivery or

9.4.2       
at any time after completion of Delivery.

The timescale for payment shall be set out in the Supplier’s
quotation.

9.5           
In respect of Services, the Supplier shall
invoice the Customer on the completion of the performance of such Services.

9.6           
The Customer shall pay each invoice submitted by
the Supplier (excepting those issued and settled in accordance with clause
9.4.1):

9.6.1       
on the last day of the calendar month following
the month that the Supplier’s invoice is raised; and

9.6.2       
in full and in cleared funds to a bank account
nominated in writing by the Supplier (any variation to the bank details
provided by the Supplier should be confirmed by the Customer as being valid
before any payment is made to them), and

time for payment shall be
of the essence of the Contract.

9.7           
All amounts payable by the Customer under the
Contract are exclusive of amounts in respect of value added tax chargeable from
time to time (“VAT“).
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.

9.8           
If the Customer fails to make any payment due to
the Supplier under the Contract by the due date for payment, then the Customer
shall pay interest on the overdue amount at the rate of 4% per annum above the
Bank of England’s base rate from time to time. Such interest shall accrue on a
daily basis from the due date until actual payment of the overdue amount,
whether before or after judgment. The Customer shall pay the interest together
with the overdue amount.

9.9           
The Customer shall pay all amounts due under the
Contract in full without any set-off, counterclaim, deduction or withholding
except as required by law. The Supplier may, without limiting its other rights
or remedies, set off any amount owing to it by the Customer against any amount
payable by the Supplier to the Customer.

10            
Intellectual property rights

10.1        
All Intellectual Property Rights in or arising
out of or in connection with the Services shall be owned by the Supplier.

10.2        
The Customer acknowledges that, in respect of
any third party Intellectual Property Rights in the Services, the Customer’s
use of any such Intellectual Property Rights is conditional on the Supplier
obtaining a written licence from the relevant licensor on such terms as will
entitle the Supplier to license such rights to the Customer.

10.3        
All Supplier Materials are the exclusive
property of the Supplier.

11            
Confidentiality

A party (“receiving party“) shall keep in
strict confidence all technical or commercial know-how, specifications,
inventions, processes or initiatives which are of a confidential nature and
have been disclosed to the receiving party by the other party (“disclosing party“), its employees,
agents or subcontractors, and any other confidential information concerning the
disclosing party’s business, its products and services which the receiving
party may obtain. The receiving party shall only disclose such confidential
information to those of its employees, agents and subcontractors who need to
know it for the purpose of discharging the receiving party’s obligations under
the Contract, and shall ensure that such employees, agents and subcontractors
comply with the obligations set out in this clause as though they were a party
to the Contract. The receiving party may also disclose such of the disclosing
party’s confidential information as is required to be disclosed by law, any
governmental or regulatory authority or by a court of competent jurisdiction.
This clause 11 shall survive termination of the Contract.

12            
Limitation of liability

12.1        
Nothing in these Conditions shall limit or
exclude the Supplier’s liability for:

12.1.1     death
or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;

12.1.2     fraud
or fraudulent misrepresentation;

12.1.3     breach
of the terms implied by section 2 of the Supply of Goods and Services Act 1982
(title and quiet possession);

12.1.4     breach
of the terms implied by section 12 of the Sale of Goods Act 1979 (title and
quiet possession); or

12.1.5     defective
products under the Consumer Protection Act 1987.

12.2        
Subject to clause
12.1:

12.2.1     the
Supplier shall under no circumstances whatever be liable to the Customer,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss arising
under or in connection with the Contract ; and

12.2.2     the
Supplier’s total liability to the Customer in respect of all other losses
arising under or in connection with the Contract, whether in contract, tort
(including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed £2,000,000.

12.3        
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.

12.4        
This clause
12 shall survive termination of the Contract.

13            
Termination

13.1        
Without limiting its other rights or remedies,
each party may terminate the Contract with immediate effect by giving written
notice to the other party if:

13.1.1     the
other party commits a material breach of its obligations under this Contract
and (if such breach is remediable) fails to remedy that breach within 30 days
after receipt of notice in writing to do so;

13.1.2     the
other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts
or (being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986 or
(being an individual) is deemed either unable to pay its debts or as having no
reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom
any of the foregoing apply;

13.1.3     the
other party commences negotiations with all or any class of its creditors with
a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors;

13.1.4     a
petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of the other party (being a
company) other than for the sole purpose of a scheme for a solvent amalgamation
of the other party with one or more other companies or the solvent
reconstruction of that other party;

13.1.5     the
other party (being an individual) is the subject of a bankruptcy petition or
order;

13.1.6     a
creditor or encumbrancer of the other party attaches or takes possession of, or
a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;

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

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

13.1.9     a
person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;

13.1.10  any
event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause
13.1.2 to clause 13.1.9 (inclusive);

13.1.11  the
other party suspends, threatens to suspend, ceases or threatens to cease to
carry on, all or substantially the whole of its business;

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

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

13.2        
Without limiting its other rights or remedies,
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 this
Contract on the due date for payment.

13.3        
Without limiting its other rights or remedies,
the Supplier may suspend the supply of Services or all further deliveries of
Goods under the Contract or any other contract between the Customer and the
Supplier if the Customer fails to pay any amount due under this Contract on the
due date for payment, the Customer becomes subject to any of the events listed
in clause
13.1.2 to clause 13.1.13, or the Supplier reasonably believes that the
Customer is about to become subject to any of them.

13.4        
On termination of the Contract for any
reason: 

13.4.1     the
Customer shall immediately pay to the Supplier all of the Supplier’s
outstanding unpaid invoices and interest and, in respect of Services supplied
but for which no invoice has yet been submitted, the Supplier shall submit an
invoice, which shall be payable by the Customer immediately on receipt;

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

13.4.3     the
accrued rights and remedies of the parties as at termination shall not be
affected, including the right to claim damages in respect of any breach of the
Contract which existed at or before the date of termination or expiry; and

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

14            
Force majeure

14.1        
For the purposes of this Contract, “Force Majeure Event” means an
event beyond the reasonable control of the Supplier including but not limited
to strikes, lock-outs or other industrial disputes (whether involving the
workforce of the Supplier or any other party), failure of a utility service or
transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of
suppliers or subcontractors.

14.2        
The Supplier shall not be liable to the Customer
as a result of any delay or failure to perform its obligations under this
Contract as a result of a Force Majeure Event.

14.3        
If the Force Majeure Event prevents the Supplier
from providing any of the Services and/or Goods for more than 4 weeks, the
Supplier shall, without limiting its other rights or remedies, have the
right  to terminate this Contract
immediately by giving written notice to the Customer.

15            
General

15.1        
Assignment
and other dealings.

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

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

15.2        
Notices.

15.2.1    
Any notice or other communication given to a
party under or in connection with this Contract shall be in writing, addressed
to that party at its registered office (if it is a company) or its principal
place of business (in any other case) or such other address as that party may
have specified to the other party in writing in accordance with this clause,
and shall be delivered personally or sent by prepaid first-class post or other
next working day delivery service, or by commercial courier, or e-mail.

15.2.2     A
notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause
15.2.1; if sent by pre-paid first class post or other
next working day delivery service, at 9.00 am on the second Business Day after
posting; if delivered by commercial courier, on the date and at the time that
the courier’s delivery receipt is signed; or, if sent by or e-mail, one
Business Day after transmission.

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

15.3        
Severance.

15.3.1     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.

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

15.4        
Waiver.
A waiver of any right under the Contract or law is only effective if it is in
writing and shall not be deemed to be a waiver of any subsequent breach or
default. No failure or delay by a party in exercising any right or remedy under
the Contract or by law shall constitute a waiver of that or any other right or
remedy, nor prevent or restrict its further exercise of that or any other right
or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy.

15.5        
No
partnership or agency.
Nothing in the Contract is intended to, or shall be
deemed to, establish any partnership or joint venture between any of the
parties, nor constitute either party the agent of another party for any
purpose. Neither party shall have authority to act as agent for, or to bind,
the other party in any way.

15.6        
Third
parties.
A person who is not a party to the Contract shall not have any
rights to enforce its terms.

15.7        
Variation.
Except as set out in these Conditions, no variation of the Contract, including
the introduction of any additional terms and conditions shall be effective
unless it is agreed in writing and signed by the Supplier.

15.8        
Governing
law.
This agreement and any dispute or claim arising out of or in
connection with it 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.

15.9        
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Contract or its subject matter or formation (including
non-contractual disputes or claims).


TERMS AND CONDITIONS FOR THE HIRE OF EQUIPMENT


Revision 1.4

1               
Interpretation

1.1           
The following definitions and rules of
interpretation apply in this the Contract.

“Advance
Payments”

those Rental Payments made in
advance of their due date, as set out in the Order.

“Business Day”

a day other than a Saturday,
Sunday or public holiday in England when banks in London are open for
business.

“Commencement
Date”

the date that the Customer
takes Delivery of the Equipment.

“Conditions”

the terms and conditions set
out in this document.

“Contract”

the contract between the
Supplier and the Customer for the hire of the Equipment in accordance with
these Conditions.

“Customer”

the person or firm who hires
the Equipment from the Supplier.

“Delivery”

the transfer of physical
possession of the Equipment to the Customer at the Site, or as otherwise
provided for in clause 6..

“Deposit”

the deposit amount set out in
the Order.

“Hire Contract
Form”

the document entered into
between the Supplier and the Customer documenting the terms of hire,
typically including (without limitation) the Equipment, Rental Period and
Rental Payments.

“Equipment”

the items of equipment set
out in the Order, all substitutions, replacements or renewals of such
equipment and all related accessories, manuals and instructions provided for
it.

“Order”

the Customer’s order for the
Equipment, as set out in the Customer’s purchase order form, the Customer’s
written acceptance of the Supplier’s quotation, or Hire Contract Form, as the
case may be.

“Site”

the Customer’s premises set
out in the Order, whether permanent or temporarily established on premises
under the control of a third party.

“Rental
Payments”

the payments made by or on
behalf of Customer for hire of the Equipment.

“Rental
Period”

the period of hire as set out
in Order.

“Supplier”

SR & HM
Shaw Limited, J & M Shaw Ltd, JL & H Shaw Limited and the Diaquip Trust
t/a
Diaquip of Unit 1, Whitefield Road Industrial Estate,
Whitefield Road, Bredbury Stockport, SK6 2QR.

“Total
Loss”

the Equipment is, in the Supplier’s
reasonable opinion or the opinion of its insurer(s), damaged beyond repair,
lost, stolen, seized or confiscated.

“VAT”

value added tax chargeable
under the Value Added Tax Act 1994.

1.1           
Clause, schedule and paragraph headings shall
not affect the interpretation of this the Contract.

A person includes a
natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person’s legal and personal
representatives, successors and permitted assigns.

1.2           
A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

1.3           
Unless the context otherwise requires, words in
the singular shall include the plural and vice versa.

1.4           
A reference to a statute or statutory provision
is a reference to it as amended, extended or re-enacted from time to time.

1.5           
A reference to a statute or statutory provision
shall include all subordinate legislation made from time to time under that
statute or statutory provision.

1.6           
A reference to writing or written
includes fax and e-mail.

1.7           
Any obligation on a party not to do something
includes an obligation not to allow that thing to be done.

1.8           
References to clauses and schedules are to the
clauses and schedules of the Contract and references to paragraphs are to
paragraphs of the relevant schedule.

2               
Basis of contract

2.1           
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.

2.2           
The Order constitutes an offer by the Customer
to hire the Equipment in accordance with these Conditions. The Customer is
responsible for ensuring that the terms of the Order are complete and accurate.

2.3           
The Order shall only be deemed to be accepted
when either the Supplier issues a written acceptance of it, at which point the
Contract shall come into existence.

2.4           
A quotation for the hire of the Equipment given
by the Supplier shall not constitute an offer. A quotation shall only be valid
for a period of 20 Business Days from its date of issue.

3               
Equipment hire

3.1           
The Supplier shall hire the Equipment to the Customer.

3.2           
The Supplier shall not, other than in the
exercise of its rights under the Contract or applicable law, interfere with the
Customer’s quiet possession of the Equipment.

4               
Rental Period

4.1           
The Rental Period starts on the Commencement
Date and shall continue for the Rental Period unless the Contract is terminated
earlier in accordance with these Conditions.

4.2           
Unless otherwise stated in the Order the Rental
Period shall continue for a minimum period of 7 days.

4.3           
Where the Customer is a consumer, acting as an
individual (as defined in the Consumer Credit Act 1974), the Contract shall
automatically terminate on the 81st day following the Commencement
Date.

5               
Rental Payments, Delivery Charges,  and Deposit

5.1           
The Customer shall pay the Rental Payments, the
Delivery Charges, and any Advance Payments, to the Supplier in accordance with
the Order. Unless otherwise stated in the Order, the Rental Payments shall be
paid in Pounds Sterling and be made by BACS payment to the account details
provided by the Supplier from time to time (any variation to the bank details
provided by the Supplier should be confirmed by the Customer as being valid
before any payment is made to them)
.

5.2           
The Rental Payments are exclusive of VAT and any
other applicable taxes and duties or similar charges which shall be payable by
the Customer at the rate and in the manner from time to time prescribed by law.

5.3           
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).

5.4           
If the Customer fails to make a payment due to
the Supplier by the due date, then, without limiting the Supplier’s remedies
under clause 
11, the Customer shall pay interest on the overdue sum from the due
date until payment of the overdue sum, whether before or after judgment.

5.5           
Interest under this clause will accrue each day
at 4% a year above the Bank of England’s base rate from time to time, but at 4%
for any period when that base rate is below 0%.

5.6           
The Deposit is a deposit against default by the Customer
of payment of any Rental Payments or any loss of or damage caused to the
Equipment. Where a deposit is required the Customer shall, on or before the
Commencement Date, pay the Deposit to the Supplier.

5.7           
If the Customer fails without due cause to make
any Rental Payments, or causes any loss or damage to the Equipment (in whole or
in part), the Supplier shall be entitled to apply the Deposit against such
default, loss or damage. The Customer shall pay to the Supplier any sums
deducted from the Deposit within ten (10) Business Days of a demand for the
same. The Deposit (or any balance of it) shall be refundable within five (5)
Business Days of the end of the Rental Period.

6               
Delivery

6.1           
Delivery shall, unless otherwise agreed in the
Order, be made by collection of the Equipment by the Customer. Where Delivery effected
by the Supplier by way of the transportation of the Equipment to the Site (or
other location agreed in writing), Delivery Charges will apply, which shall be
paid in accordance with clause
5.  The Supplier shall use all
reasonable endeavours to effect Delivery by the date and time agreed between
the parties.

6.2           
The Customer shall procure that a duly
authorised representative of the Customer shall be present at the Delivery of
the Equipment. Acceptance of Delivery by such representative shall constitute
conclusive evidence that the Customer has examined the Equipment and has found
it to be in good condition, complete and fit in every way for the purpose for
which it is intended. If required by the Supplier, the Customer’s duly
authorised representative shall sign a receipt confirming such acceptance.

6.3           
The Customer shall (as appropriate) at its sole
expense provide all facilities and access to the Site to enable Delivery to be
carried out safely and expeditiously.

7               
Title, risk and insurance

7.1           
The Equipment shall at all times remain the
property of the Supplier.

7.2           
The Supplier shall maintain at its own expense
the Equipment in good and substantial repair in order to keep it in as good an
operating condition as it was on the Commencement Date (fair wear and tear only
excepted).

7.3           
The risk of loss, theft, damage or destruction
of the Equipment shall pass to the Customer on Delivery. The Equipment shall
remain at the sole risk of the Customer during the Rental Period and any further
term during which the Equipment is in the possession, custody or control of the
Customer (“Risk Period“)
until such time as the Equipment is redelivered to the Supplier. During the
Rental Period and the Risk Period, the Customer shall, at its own expense,
obtain and maintain the following insurances:

7.3.1       
insurance of the Equipment to a value not less
than its full replacement value comprehensively against all usual risks of
loss, damage or destruction by fire, theft or accident, and such other risks as
the Supplier may from time to time nominate in writing;

7.3.2       
insurance for such amounts as a prudent owner or
operator of the Equipment would insure for, or such amount as the Supplier may
from time to time reasonably require, to cover any third party or public
liability risks of whatever nature and however arising in connection with the
Equipment; and

7.3.3       
insurance against such other or further risks
relating to the Equipment as may be required by law, together with such other
insurance as the Supplier may from time to time consider reasonably necessary
and advise to the Customer.

7.4           
The Customer shall give immediate written notice
to the Supplier in the event of any loss, accident or damage to the Equipment
arising out of or in connection with the Customer’s possession or use of the
Equipment.

7.5           
If the Customer fails to effect or maintain any
of the insurances required under the Contract, the Supplier shall be entitled
to effect and maintain the same, pay such premiums as may be necessary for that
purpose and recover the same as a debt due from the Customer.

7.6           
The Customer shall, on demand, supply copies of
the relevant insurance policies or other insurance confirmation acceptable to
the Supplier and proof of premium payment to the Supplier to confirm the
insurance arrangements.

8               
Customer’s responsibilities

8.1           
The Customer shall during the term of the
Contract:

8.1.1       
ensure that the Equipment is kept and operated
in a suitable environment, used only for the purposes for which it is designed,
and operated in a proper manner by trained competent staff in accordance with
any operating instructions;

8.1.2       
take such steps (including compliance with all
safety and usage instructions provided by the Supplier) as may be necessary to
ensure, so far as is reasonably practicable, that the Equipment is at all times
safe and without risk to health when it is being set, used, cleaned or
maintained by a person at work;

8.1.3       
subject to clause
7.2, at its own expense make good any damage to the Equipment;

8.1.4       
make no alteration to the Equipment;

8.1.5       
be responsible on an indemnity basis for those
costs and expenses incurred by the Supplier arising out of or in connection
with any examination or inspection of the Equipment required of the Supplier and
which arises out of a legislative (or other authority) requirement or best
practice, except where otherwise agreed by the Supplier in the Order or
otherwise in writing.

8.1.6       
keep the Supplier fully informed of all material
matters relating to the Equipment;

8.1.7       
at all times keep the Equipment in the
possession or control of the Customer and keep the Supplier informed of its
location;

8.1.8       
permit the Supplier or its duly authorised
representative to inspect and carry out any maintenance or repair of the
Equipment at all reasonable times and for such purpose to enter upon the Site
or any premises at which the Equipment may be located; the Customers shall
grant, or procure the grant of reasonable access and facilities to enable the
Supplier to inspect, maintain or repair the Equipment;

8.1.9       
not, without the prior written consent of the Supplier,
part with control of (including for the purposes of repair or maintenance),
sell or offer for sale, underlet or lend the Equipment or allow the creation of
any mortgage, charge, lien or other security interest in respect of it;

8.1.10    
not do or permit to be done any act or thing
which will or may jeopardise the right, title and/or interest of the Supplier
in the Equipment

8.1.11    
take all necessary steps to ensure that the Supplier
may enter such land or building and recover the Equipment both during the term
of the Contract and for a reasonable period thereafter;

8.1.12    
not suffer or permit the Equipment to be
confiscated, seized or taken out of its possession or control under any
distress, execution or other legal process, but if the Equipment is so
confiscated, seized or taken, the Customer shall notify the Supplier and the Customer
shall at its sole expense use its best endeavours to procure an immediate
release of the Equipment and shall indemnify the Supplier on demand against all
losses, costs, charges, damages and expenses incurred as a result of such
confiscation;

8.1.13    
not use the Equipment for any unlawful purpose;

8.1.14    
deliver up the Equipment at the end of the
Rental Period or on earlier termination of the Contract at such address as the Supplier
requires, or if necessary allow the Supplier or its representatives access to
the Site or any premises where the Equipment is located for the purpose of
removing the Equipment; and

8.1.15    
only act in the course of business and not as a
consumer.

8.2           
 INDEMNITY – The Customer undertakes to
indemnify and hold harmless the Supplier on demand against all losses,
liabilities, claims, damages, costs or expenses of whatever nature otherwise
arising out of or in connection with any failure by the Customer to comply with
the terms of the Contract.

9               
Warranty

9.1           
The Supplier warrants that the Equipment shall
on the Commencement Date substantially conform to its specification (as made
available by the Supplier), be of satisfactory quality and fit for any purpose
held out by the Supplier.

9.2           
Insofar as the Equipment comprises or contains
equipment or components which were not manufactured or produced by the Supplier,
the Customer shall be entitled only to such warranty or other benefit as the Supplier
has received from the manufacturer.

10            
Liability

10.1        
Without prejudice to clause 
10.2, the Supplier’s maximum aggregate liability for breach of the
Contract (including any liability for the acts or omissions of its employees,
agents and subcontractors), whether arising in contract, tort (including
negligence), misrepresentation or otherwise, shall in no circumstances exceed:

10.1.1    
In respect to damage to property £1,000,000,
and

10.1.2    
for all other liabilities £500,000.

10.2        
Nothing in the Contract shall exclude or in any
way limit:

10.2.1    
either party’s liability for death or personal
injury caused by its own negligence;
or

10.2.2    
either party’s liability for fraud or fraudulent
misrepresentation

10.2.3    
the liability of the Customer to replace the
Equipment where a Total Loss occurs which is not the result of an act or
omission of the Supplier.

10.3        
The Contract sets forth the full extent of the Supplier’s
obligations and liabilities in respect of the Equipment and its hiring to the Customer.
In particular, there are no conditions, warranties or other terms, express or
implied, including as to quality, fitness for a particular purpose or any other
kind whatsoever, that are binding on the Supplier except as specifically stated
in the Contract. Any condition, warranty or other term concerning the Equipment
which might otherwise be implied into or incorporated within the Contract,
whether by statute, common law or otherwise, is expressly excluded.

10.4        
Without prejudice to clause 
10.2, neither party shall be liable under the Contract for any:

10.4.1    
loss of profit;

10.4.2    
loss of revenue

10.4.3    
loss of business; or

10.4.4    
indirect or consequential loss or damage,

in each case, however caused, even if foreseeable.

11            
Termination

11.1        
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:

11.1.1    
the Customer fails to pay any amount due under the
Contract on the due date for payment and remains in default not less than 5
Business Days after being notified in writing to make such payment;

11.1.2    
the Customer commits a material breach of any
other term of the Contract which breach is irremediable or (if such breach is
remediable) fails to remedy that breach within a period of 30 days after being
notified to do so;

11.1.3    
the Customer repeatedly breaches any of the
terms of the Contract in such a manner as to reasonably justify the opinion
that its conduct is inconsistent with it having the intention or ability to
give effect to the terms of the Contract;

11.1.4    
the Customer suspends, or threatens to suspend,
payment of its debts or is unable to pay its debts as they fall due or admits
inability to pay its debts or (being a company or limited liability
partnership) is deemed unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986 as if the words “it is proved to the
satisfaction of the court” did not appear in sections 123(1)(e) or 123(2)
of the IA 1986 or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within
the meaning of section 268 of the Insolvency Act 1986 or (being a partnership)
has any partner to whom any of the foregoing apply;

11.1.5    
the Customer commences negotiations with all or
any class of its creditors with a view to rescheduling any of its debts, or
makes a proposal for or enters into any compromise or arrangement with its
creditors;

11.1.6    
a petition is filed, a notice is given, a
resolution is passed, or an order is made, for or in connection with the
winding up of the Customer (being a company, limited liability partnership or
partnership) other than for the sole purpose of a scheme for a solvent
amalgamation of the Customer with one or more other companies or the solvent
reconstruction of the Customer;

11.1.7    
the Customer (being an individual) is the
subject of a bankruptcy petition, application or order;

11.1.8    
a creditor or encumbrancer of the Customer
attaches or takes possession of, or a distress, execution, sequestration or
other such process is levied or enforced on or sued against, the whole or any
part of the Customer’s assets and such attachment or process is not discharged
within 14 days;

11.1.9    
the Customer suspends or ceases, or threatens to
suspend or cease, carrying on all or a substantial part of its business

11.2        
 For the
purposes of clause 
11.1.2, material breach means a
breach (including an anticipatory breach) that is serious in the widest sense
of having a serious effect on the benefit which the Supplier would otherwise
derive from:

11.2.1    
a substantial portion of the Contract; or

11.2.2    
any of the obligations set out in clause
8,

over the term of the Contract. In deciding whether any
breach is material no regard shall be had to whether it occurs by some accident,
mishap, mistake or misunderstanding.

11.3        
The Contract shall automatically terminate if a
Total Loss occurs in relation to the Equipment and replacement equipment is not
immediately available.

12            
Consequences of termination

12.1        
Upon termination of the Contract, however
caused:

12.1.1    
the Supplier’s consent to the Customer’s
possession of the Equipment shall terminate and the Supplier may, by its
authorised representatives, without notice and at the Customer’s expense,
retake possession of the Equipment and for this purpose may enter the Site or
any premises at which the Equipment is located; and

12.1.2    
without prejudice to any other rights or
remedies of the Customer, the Customer shall pay to the Supplier on demand:

12.1.2.1   
all Rental Payments and other sums due but
unpaid at the date of such demand together with any interest accrued pursuant
to clause 
5.4;

12.1.2.2   
any costs and expenses incurred by the Supplier
in recovering the Equipment and/or in collecting any sums due under the
Contract (including any storage, insurance, repair, transport, legal and
remarketing costs)

12.1.2.3   
all costs (including, without limitation, the
price paid for replacement equipment) and expenses incurred by the Supplier in
replacing the Equipment where a Total Loss occurs which is not the result of an
act of omission of the Supplier.

12.2        
Upon termination of this agreement pursuant to
clause 
11.1, any other repudiation of the Contract by the Customer which is
accepted by the Supplier or pursuant to clause  11.3, without prejudice to any other rights or remedies of the Supplier,
the Customer shall pay to the Supplier on demand a sum equal to the whole of
the Rental Payments that would (but for the termination) have been payable if the
Contract had continued from the date of such demand to the end of the Rental
Period, less a discount of 33% for accelerated payment

12.3        
The sums payable pursuant to clause 
12.2 shall be agreed compensation for the Supplier’s loss and shall be
payable in addition to the sums payable pursuant to clause  12.1.2. Such sums may be partly or wholly recovered from any Deposit.

12.4        
Termination or expiry of the Contract shall not
affect any rights, remedies, obligations or 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.

13            
Force majeure

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. 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 3 days, the party not affected may
terminate the Contract by giving 2  Business Days’ written notice to the affected
party.

14            
Assignment and other dealings

The Contract is personal to the parties and neither party
shall 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.

15            
Entire agreement

15.1        
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.

15.2        
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.

16            
Variation

No variation of the Contract shall be effective unless it
is in writing and signed by the parties (or their authorised representatives).

17            
No partnership or agency

17.1        
Nothing in the Contract is intended to, or shall
be deemed to, establish any partnership or joint venture between any of the
parties, constitute any party the agent of another party, or authorise any
party to make or enter into any commitments for or on behalf of any other
party.

18            
Third party rights

18.1        
Unless it expressly states otherwise, 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.

18.2        
The rights of the parties to rescind or vary the
Contract are not subject to the consent of any other person.

19            
Notices

19.1        
Any notice or other communication given to a
party under or in connection with the Contract shall be in writing and shall
be:

19.1.1    
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

19.1.2    
by e mail to:

19.1.2.1   
for the Supplier: Sales@Diaquip.co.uk

19.1.2.2   
for the Customer: as stated on the Hire Contract
Form or as otherwise provided by the Customer in writing

19.2        
Any notice or communication shall be deemed to
have been received:

19.2.1    
if delivered by hand, on signature of a delivery
receipt or at the time the notice is left at the proper address;

19.2.2    
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..

19.3        
This clause does not apply to the service of any
proceedings or other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution.

20            
Waiver

No failure or delay by a party to exercise any right or
remedy provided under the Contract or by law shall constitute a waiver of that
or any other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy. No single or partial exercise of
such right or remedy shall prevent or restrict the further exercise of that or
any other right or remedy.

21            
Severance

21.1        
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.

22            
Governing law

The Contract and any dispute or claim arising out of or in
connection with it 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.

23            
Jurisdiction

Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim arising
out of or in connection with the Contract or its subject matter or formation
(including non-contractual disputes or claims).


TERMS & CONDITIONS OF PURCHASE


1               
Interpretation

1.1           
Definitions. In these Conditions, the following
definitions apply:

“Business Day”

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Commencement Date”

has the meaning set out in clause 2.2.

“Conditions”

these terms and conditions as amended from time to time in accordance
with clause 15.7.

“Contract”

the contract between the Customer and the Supplier for the supply of
Goods and/or Services in accordance with these Conditions.

“Customer”

SR & HM Shaw Ltd, JL & H Shaw Ltd, J & M Shaw Ltd, and The
Diaquip Trust trading as Diaquip of Unit 1, Whitefield Road, Bredbury,
Stockport, SK6 2QR, UK.

“Customer Materials”

has the meaning set out in clause 5.3.9.

“Deliverables”

all documents, products and materials developed by the Supplier or its
agents, contractors and employees as part of or in relation to the Services
in any form or media, including without limitation drawings, maps, plans,
diagrams, designs, pictures, computer programs, data, specifications and
reports (including drafts).

“Goods”

the goods (or any part of them) set out in the Order.

“Goods Specification”

any specification for the Goods, including any related plans and
drawings, that is agreed in writing by the Customer and the Supplier.

“Intellectual Property Rights”

patents, rights to inventions, copyright and related rights, trade
marks, business names and domain names, rights in get-up, goodwill and the
right to sue for passing off, rights in designs, database rights, rights to
use, and protect the confidentiality of, confidential information (including
know-how), 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.

“Order”

the Customer’s order for the supply of Goods and/or Services, as set
out in the Customer’s purchase order form, or in the Customer’s written
acceptance of the Supplier’s quotation, or overleaf, as the case may be.

“Services”

the services, including without limitation any Deliverables, to be
provided by the Supplier under the Contract as set out in the Service
Specification.

“Service Specification”

the description or specification for Services agreed in writing by the
Customer and the Supplier.

“Supplier”

the person or firm from whom the Customer purchases the Goods and/or
Services.

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

1.2.1       
a person
includes a natural person, firm, corporate or unincorporated body (whether or
not having separate legal personality);
a reference to a
party includes its successors or permitted assigns;

1.2.2       
a reference to a statute or statutory provision
is a reference to such statute or statutory provision as amended or re-enacted.
A reference to a statute or statutory provision includes any subordinate
legislation made under that statute or statutory provision, as amended or
re-enacted;

1.2.3       
any phrase introduced by the terms including, include, in particular
or any similar expression shall be construed as illustrative and shall not
limit the sense of the words preceding those terms; and

1.2.4       
a reference to writing or written
includes e-mails.

2               
Basis of contract

2.1           
The Order constitutes an offer by the Customer
to purchase Goods and/or Services from the Supplier in accordance with these
Conditions.

2.2           
The Order shall be deemed to be accepted on the
earlier of:

2.2.1       
the Supplier issuing written acceptance of the
Order; or

2.2.2       
any act by the Supplier consistent with
fulfilling the Order,

at which point and on which
date the Contract shall come into existence (“Commencement Date“).

2.3           
These Conditions apply to the Contract to the
exclusion of any other terms that the Supplier seeks to impose or incorporate,
or which are implied by trade, custom, practice or course of dealing.

2.4           
All of these Conditions shall apply to the
supply of both Goods and Services except where the application to one or the
other is specified.

3               
Supply of Goods

3.1           
The Supplier shall ensure that the Goods shall:

3.1.1       
correspond with their description and any
applicable Goods Specification;

3.1.2       
be of satisfactory quality (within the meaning
of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier
or made known to the Supplier by the Customer, expressly or by implication, and
in this respect the Customer relies on the Supplier’s skill and judgment;

3.1.3       
where applicable, be free from defects in
design, materials and workmanship and remain so for 12 months after delivery (unless
otherwise agreed in writing by the Customer); and

3.1.4       
comply with all applicable statutory and
regulatory requirements relating to the manufacture, labelling, packaging,
storage, handling and delivery of the Goods.

3.2           
The Supplier shall ensure that at all times it
has and maintains all the licences, permissions, authorisations, consents and
permits that it needs to carry out its obligations under the Contract in
respect of the Goods.

3.3           
The Customer shall have the right to inspect and
test the Goods at any time before delivery.

3.4           
If following such inspection or testing the
Customer considers that the Goods do not conform or are unlikely to comply with
the Supplier’s undertakings at clause
3.1, the Customer shall inform the Supplier and the
Supplier shall immediately take such remedial action as is necessary to ensure
compliance.

3.5           
Notwithstanding any such inspection or testing,
the Supplier shall remain fully responsible for the Goods and any such
inspection or testing shall not reduce or otherwise affect the Supplier’s
obligations under the Contract, and the Customer shall have the right to
conduct further inspections and tests after the Supplier has carried out its
remedial actions.

4               
Delivery of Goods

4.1           
The Supplier shall ensure that:

4.1.1       
the Goods are properly packed and secured in
such manner as to enable them to reach their destination in good condition;

4.1.2       
each delivery of the Goods is accompanied by a
delivery note which shows the date of the Order, the Order number (if any), the
type and quantity of the Goods (including the code number of the Goods (where
applicable)), special storage instructions (if any) and, if the Goods are being
delivered by instalments, the outstanding balance of Goods remaining to be
delivered; and

4.1.3       
if the Supplier requires the Customer to return
any packaging material for the Goods to the Supplier, that fact is clearly
stated on the delivery note. Any such packaging material shall only be returned
to the Supplier at the cost of the Supplier.

4.2           
The Supplier shall deliver the Goods:

4.2.1       
on the date specified in the Order or, if no
such date is specified, then within 7 days of the date of the Order;

4.2.2       
to the Customer’s premises set out at clause
1.1 or such other location as is set out in the Order
or as instructed by the Customer before delivery (“Delivery Location“);

4.2.3       
during the Customer’s normal business hours for
the receipt of deliveries which are 0730 – 1700 on a Business Day, or as
otherwise instructed by the Customer.

4.3           
Delivery of the Goods shall be completed on the
completion of unloading of the Goods at the Delivery Location.

4.4           
If the Supplier:

4.4.1       
delivers less than 95 per cent of the quantity
of Goods ordered, the Customer may reject the Goods; or

4.4.2       
delivers more than 105 per cent of the quantity
of Goods ordered, the Customer may at its sole discretion reject the Goods or
the excess Goods,

and any rejected Goods
shall be returnable at the Supplier’s risk and expense. If the Supplier
delivers more or less than the quantity of Goods ordered, and the Customer
accepts the delivery, a pro rata adjustment shall be made to the invoice for
the Goods.

4.5           
The Supplier shall not deliver the Goods in
instalments without the Customer’s prior written consent. Where it is agreed
that the Goods are delivered by instalments, they may be invoiced and paid for
separately. However, failure by the Supplier to deliver any one instalment on
time or at all or any defect in an instalment shall entitle the Customer to the
remedies set out in clause
6.1.

4.6           
Title and risk in the Goods shall pass to the
Customer on completion of delivery.

4.7           
Where the Goods are certified as being CE Mark
compliant, or compliant with any other rule, code, law, regulation, directive
or other authority affecting the manufacture, sale, labelling or packaging of
the Goods (Regulatory Authorities), or where the Services
include the determination of such compliance, the Supplier warrants that:

4.7.1       
the Goods are compliant in all respects with all
and any of the Regulatory Authorities; and

4.7.2       
that it has the expertise to determine such
compliance.

4.8           
INDEMNITY
the Supplier undertakes to indemnity the Customer from for and against
all costs claims demands, damages, expenses, fines, penalties and any other
liability that the Customer incurs as a result of any breach of clause 4.7 by the Supplier.

5               
Supply of Services

5.1           
The Supplier shall from the date set out in the
Order (or where no date is stated, the Commencement Date) and for the duration
of this Contract provide the Services to the Customer in accordance with the
terms of the Contract.

5.2           
The Supplier shall meet any performance dates
for the Services specified in the Order or notified to the Supplier by the
Customer.

5.3           
In providing the Services, the Supplier shall:

5.3.1       
co-operate with the Customer in all matters
relating to the Services, and comply with all instructions of the Customer;

5.3.2       
perform the Services with the best care, skill
and diligence in accordance with best practice in the Supplier’s industry,
profession or trade;

5.3.3       
use personnel who are suitably skilled and
experienced to perform tasks assigned to them, and in sufficient number to
ensure that the Supplier’s obligations are fulfilled in accordance with this
Contract;

5.3.4       
ensure that the Services and Deliverables will
conform with all descriptions and specifications set out in the Service
Specification, and that the Deliverables shall be fit for any purpose expressly
or impliedly made known to the Supplier by the Customer;

5.3.5       
provide all equipment, tools and vehicles and
such other items as are required to provide the Services;

5.3.6       
use the best quality goods, materials, standards
and techniques, and ensure that the Deliverables, and all goods and materials
supplied and used in the Services or transferred to the Customer, will be free
from defects in workmanship, installation and design;

5.3.7       
obtain and at all times maintain all necessary
licences and consents, and comply with all applicable laws and regulations;

5.3.8       
observe all health and safety rules and
regulations and any other security requirements that apply at any of the
Customer’s premises.

5.3.9       
where the Services involve the alteration to the
property or equipment of the Customer obtain the specific written consent of
the Customer before performing such Services;

5.3.10     hold
all materials, equipment and tools, drawings, specifications and data supplied
by the Customer to the Supplier (“Customer
Materials
“) in safe custody at its own risk, maintain the Customer
Materials in good condition until returned to the Customer, and not dispose or
use the Customer Materials other than in accordance with the Customer’s written
instructions or authorisation;
and

5.3.11     not
do or omit to do anything which may cause the Customer to lose any licence,
authority, consent or permission upon which it relies for the purposes of
conducting its business, and the Supplier acknowledges that the Customer may
rely or act on the Services
.

6               
Customer remedies

6.1           
If the Supplier fails to deliver the Goods
and/or perform the Services by the applicable date, the Customer shall, without
limiting its other rights or remedies, have one or more of the following
rights:

6.1.1       
to terminate the Contract with immediate effect
by giving written notice to the Supplier;

6.1.2       
to refuse to accept any subsequent performance
of the Services and/or delivery of the Goods which the Supplier attempts to
make;

6.1.3       
to recover from the Supplier any costs incurred
by the Customer in obtaining substitute goods and/or services from a third
party;

6.1.4       
where the Customer has paid in advance for
Services that have not been provided by the Supplier and/or Goods which have
not been delivered by the Supplier, to have such sums refunded by the Supplier;
and

6.1.5       
to claim damages for any additional costs, loss
or expenses incurred by the Customer which are in any way attributable to the
Supplier’s failure to meet such dates.

6.2           
If the Supplier has delivered Goods that do not
comply with the undertakings set out in clause
3.1, then, without limiting its other rights or
remedies, the Customer shall have one or more of the following rights, whether
or not it has accepted the Goods:

6.2.1       
to reject the Goods (in whole or in part)
whether or not title has passed and to return them to the Supplier at the
Supplier’s own risk and expense;

6.2.2       
to terminate the Contract with immediate effect
by giving written notice to the Supplier;

6.2.3       
to require the Supplier to repair or replace the
rejected Goods, or to provide a full refund of the price of the rejected Goods
(if paid);

6.2.4       
to refuse to accept any subsequent delivery of
the Goods which the Supplier attempts to make;

6.2.5       
to recover from the Supplier any expenditure
incurred by the Customer in obtaining substitute goods from a third party; and

6.2.6       
to claim damages for any additional costs, loss
or expenses incurred by the Customer arising from the Supplier’s failure to
supply Goods in accordance with clause
3.1.

6.3           
These Conditions shall extend to any substituted
or remedial services and/or repaired or replacement goods supplied by the
Supplier.

6.4           
The Customer’s rights under this Contract are in
addition to its rights and remedies implied by statute and common law.

7               
Customer’s obligations

7.1           
The Customer shall:

7.1.1       
provide the Supplier with reasonable access at
reasonable times to the Customer’s premises for the purpose of providing the
Services;
and

7.1.2       
provide such information as the Supplier may
reasonably request for the provision of the Services and the Customer considers
reasonably necessary for the purpose of providing the Services

8               
Charges and payment

8.1           
The price for the Goods:

8.1.1       
shall be the price set out in the Order, or if
no price is quoted, the price set out in the Supplier’s published price list in
force at the Commencement Date; and

8.1.2       
shall be inclusive of the costs of packaging,
insurance and carriage of the Goods, unless otherwise agreed in writing by the
Customer. No extra charges shall be effective unless agreed in writing and signed
by the Customer.

8.2           
The charges for the Services shall be set out in
the Order, and shall be the full and exclusive remuneration of the Supplier in
respect of the performance of the Services. Unless otherwise agreed in writing
by the Customer, the charges shall include every cost and expense of the
Supplier directly or indirectly incurred in connection with the performance of
the Services.

8.3           
In respect of Goods, the Supplier shall invoice
the Customer on or at any time within five Business Days after completion of
delivery. In respect of Services, the Supplier shall invoice the Customer on
completion of the Services. Each invoice shall include such supporting
information that is required by the Customer to verify the accuracy of the
invoice, including but not limited to the relevant purchase order number.

8.4           
In consideration of the supply of Goods and/or
Services by the Supplier, unless otherwise agreed in writing, the Customer
shall pay the invoiced amounts before the end of the calendar month following
the month of the date of a correctly rendered invoice to a bank account
nominated in writing by the Supplier.
The Supplier should notify the
Customer promptly in writing in the event that payment is not received into its
bank account in accordance with the timescale notified in the Customer’s
payment remittance advice.

8.5           
All amounts payable by the Customer under the
Contract are exclusive of amounts in respect of valued added tax chargeable
from time to time (“VAT“).
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 Goods and/or Services at the same
time as payment is due for the supply of the Goods and/or Services.

8.6           
If a party fails to make any payment due to the
other party under the Contract by the due date for payment, then the defaulting
party shall pay interest on the overdue amount at the rate of 4% per annum
above NatWest Bank’s base rate from time to time. Such interest shall accrue on
a daily basis from the due date until the date of actual payment of the overdue
amount, whether before or after judgment. The defaulting party shall pay the
interest together with the overdue amount. This clause shall not apply to
payments that the defaulting party disputes in good faith.

8.7           
The Supplier shall maintain complete and
accurate records of the time spent and materials used by the Supplier in providing
the Services, and the Supplier shall allow the Customer to inspect such records
at all reasonable times on request.

8.8           
The Customer may at any time, without limiting
any of its other rights or remedies, set off any liability of the Supplier to
the Customer against any liability of the Customer to the Supplier, whether
either liability is present or future, liquidated or unliquidated, and whether
or not either liability arises under the Contract.

9               
Intellectual property rights

9.1           
In respect of the Goods and any goods that are
transferred to the Customer as part of the Services under this Contract,
including without limitation the Deliverables or any part of them, the Supplier
warrants that it has full clear and unencumbered title to all such items, and
that at the date of delivery of such items to the Customer, it will have full
and unrestricted rights to sell and transfer all such items to the Customer.

9.2           
The Supplier assigns to the Customer, with full
title guarantee and free from all third party rights, all Intellectual Property
Rights in the products of the Services, including for the avoidance of doubt
the Deliverables.

9.3           
The Supplier shall obtain waivers of all moral
rights in the products, including for the avoidance of doubt the Deliverables,
of the Services to which any individual is now or may be at any future time
entitled under Chapter IV of Part I of the Copyright Designs and Patents Act
1988 or any similar provisions of law in any jurisdiction.

9.4           
The Supplier shall, promptly at the Customer’s
request, do (or procure to be done) all such further acts and things and the
execution of all such other documents as the Customer may from time to time
require for the purpose of securing for the Customer the full benefit of the
Contract, including all right, title and interest in and to the Intellectual
Property Rights assigned to the Customer in accordance with clause
9.2.

9.5           
All Customer Materials are the exclusive
property of the Customer.

10            
Indemnity

10.1        
The Supplier shall keep the Customer indemnified
against all liabilities, costs, expenses, damages and losses (including but not
limited to 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 reasonable professional costs and expenses)
suffered incurred by the Customer as a result of or in connection with:

10.1.1     any
claim made against the Customer for actual or alleged infringement of a third
party’s intellectual property rights arising out of, or in connection with, the
manufacture, supply or use of the Goods, or receipt, use or supply of the
Services, to the extent that the claim is attributable to the acts or omissions
of the Supplier, its employees, agents or subcontractors;

10.1.2     any
claim made against the Customer by a third party for death, personal injury or
damage to property arising out of, or in connection with, defects in Goods, to
the extent that the defects in the Goods are attributable to the acts or
omissions of the Supplier, its employees, agents or subcontractors; and

10.1.3     any
claim made against the Customer by a third party arising out of or in
connection with the supply of the Goods or the Services, to the extent that
such claim arises out of the breach, negligent performance or failure or delay
in performance of the Contract by the Supplier, its employees, agents or
subcontractors.

10.2        
This clause
10 shall survive termination of the Contract.

11            
Confidentiality

11.1        
A party (receiving
party
) shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the receiving party by the other
party (disclosing party), its
employees, agents or subcontractors, and any other confidential information
concerning the disclosing party’s business, its products and services which the
receiving party may obtain. The receiving party shall only disclose such
confidential information to those of its employees, agents and subcontractors
who need to know it for the purpose of discharging the receiving party’s
obligations under the Contract, and shall ensure that such employees, agents
and subcontractors comply with the obligations set out in this clause as though
they were a party to the Contract. The receiving party may also disclose such
of the disclosing party’s confidential information as is required to be
disclosed by law, any governmental or regulatory authority or by a court of
competent jurisdiction.

11.2        
This clause
11 shall survive termination of the Contract.

12            
Termination

12.1        
Without limiting its other rights or remedies,
the Customer may terminate the Contract:

12.1.1     Unless
otherwise stated in the Order in respect of the supply of Services, by giving
the Supplier one calendar month’s written notice, unless otherwise agreed in
writing by the Customer; and

12.1.2     in
respect of the supply of Goods, in whole or in part at any time before delivery
with immediate effect by giving written notice to the Supplier, whereupon the
Supplier shall discontinue all work on the Contract. The Customer shall pay the
Supplier fair and reasonable compensation for any work in progress on the Goods
at the time of termination, but such compensation shall not include loss of
anticipated profits or any consequential loss.

12.2        
In any of the circumstances in these Conditions
in which a party may terminate the Contract, where both Goods and Services are
supplied, that party may terminate the Contract in respect of the Goods, or in
respect of the Services, and the Contract shall continue in respect of the
remaining supply.

12.3        
Without limiting its other rights or remedies,
the Customer may terminate the Contract with immediate effect by giving written
notice to the Supplier if:

12.3.1     the
Supplier commits a material breach of the terms of the Contract and (if such a
breach is remediable) fails to remedy that breach within 30 days of receipt of
notice in writing to do so;

12.3.2     the
Supplier repeatedly breaches any of the terms of the Contract in such a manner
as to reasonably justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms of the Contract;

12.3.3     the
Supplier suspends, or threatens to suspend, payment of its debts or is unable
to pay its debts as they fall due or admits inability to pay its debts or
(being a company or limited liability partnership) is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986 or (being an
individual) is deemed either unable to pay its debts or as having no reasonable
prospect of so doing, in either case, within the meaning of section 268 of the
Insolvency Act 1986 or (being a partnership) has any partner to whom any of the
foregoing apply;

12.3.4     the
Supplier commences negotiations with all or any class of its creditors with a
view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors;

12.3.5     a
petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of the Supplier (being a
company) other than for the sole purpose of a scheme for a solvent amalgamation
of the Supplier with one or more other companies or the solvent reconstruction
of the Supplier;

12.3.6     the
Supplier (being an individual) is the subject of a bankruptcy petition or
order;

12.3.7     a
creditor or encumbrancer of the Supplier attaches or takes possession of, or a
distress, execution, sequestration or other such process is levied or enforced
on or sued against, the whole or any part of its assets and such attachment or
process is not discharged within 14 days;

12.3.8     an
application is made to court, or an order is made, for the appointment of an
administrator or if a notice of intention to appoint an administrator is given
or if an administrator is appointed over the Supplier (being a company);

12.3.9     the
holder of a floating charge over the assets of the Supplier (being a company)
has become entitled to appoint or has appointed an administrative receiver;

12.3.10  a
person becomes entitled to appoint a receiver over the assets of the Supplier
or a receiver is appointed over the assets of the Supplier;

12.3.11  any
event occurs, or proceeding is taken, with respect to the Supplier in any
jurisdiction to which it is subject that has an effect equivalent or similar to
any of the events mentioned in clause
12.3.3 to clause 12.3.10 (inclusive);

12.3.12  the
Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all
or a substantial part of its business; or

12.3.13  the
Supplier (being an individual) dies or, by reason of illness or incapacity
(whether mental or physical), is incapable of managing their own affairs or
becomes a patient under any mental health legislation.

12.4        
Termination of the Contract, however arising,
shall not affect any of the parties’ rights and remedies that have accrued as
at termination.

12.5        
Clauses which expressly or by implication
survive termination of the Contract shall continue in full force and effect.

13            
Consequences of termination

On termination of the
Contract for any reason, the Supplier shall immediately deliver to the Customer
all Deliverables whether or not then complete, and return all Customer
Materials. If the Supplier fails to do so, then the Customer may enter the
Supplier’s premises and take possession of them. Until they have been returned
or delivered, the Supplier shall be solely responsible for their safe keeping
and will not use them for any purpose not connected with this Contract.

14            
Force majeure

14.1        
Neither party shall be in breach of the Contract
nor liable for delay in performing, or failure to perform, any of its
obligations under it if such a delay or failure result from an event,
circumstances or cause beyond its reasonable control (“Force Majeure Event“).

14.2        
The Supplier shall use all reasonable endeavours
to mitigate the effect of a Force Majeure Event on the performance of its
obligations.

14.3        
If a Force Majeure Event prevents, hinders or
delays the Supplier’s performance of its obligations for a continuous period of
more than five Business Days, the Customer may terminate the Contract
immediately by giving written notice to the Supplier.

 

15            
General

15.1        
Assignment
and other dealings

15.1.1     The
Customer may at any time assign, transfer, mortgage, charge, subcontract or
deal in any other manner with all or any of its rights or obligations under the
Contract.

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

15.2        
Notices

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

15.2.2     A
notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause
15.2.1; if sent by pre-paid first class post or other
next working day delivery service, at 9.00 am on the second Business Day after
posting; if delivered by commercial courier, on the date and at the time that
the courier’s delivery receipt is signed; or, if sent by  e-mail, one Business Day after transmission.

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

15.3        
Severance
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.

15.4        
Waiver A
waiver of any right or remedy under the Contract or law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default. No failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right
or remedy shall prevent or restrict the further exercise of that or any other
right or remedy.

15.5        
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, nor
constitute either party the agent of the other for any purpose. Neither party
shall have authority to act as agent for, or to bind, the other party in any
way.

15.6        
Third
parties
A person who is not a party to the Contract shall not have any
rights to enforce its terms.

15.7        
Variation
Except as set out in these Conditions, no variation of the Contract,
including the introduction of any additional terms and conditions, shall be
effective unless it is agreed in writing and signed by the Customer.

15.8        
Governing
law
The Contract, and any dispute or claim arising out of or in connection
with it 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.

15.9        
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this agreement or its subject matter or formation (including
non-contractual disputes or claims).