Relec Electronics Ltd Terms and Conditions

Website Use

By using this website, you agree to comply with and be bound by the following terms and conditions which govern Relec Electronics Ltd relationship with you in relation to this website.

The term “Relec Electronics Ltd” or “us” or “we” refers to the owner of this website. Its registered office is Relec Electronics Ltd, Sandford Lane, Animal House Justin Business Park, BH20 4DY and registration number is 1389153. The term “you” refers to the user or viewer of this website.

Please note our Trading address below; please do not send any documents to the registered address

The use of this website is subject to the following terms:

1. Any content found on this website is for general information and use only and is subject to change without notice.
2. Neither we, nor any third parties, provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
3. Any information or materials found on this website are used entirely at your own risk. It is your responsibility to ensure that any products, services or information available through this website meet your specific requirements.
4. All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
5. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
6. Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by these terms and conditions of use. You should always exercise caution and look at the privacy statement applicable to the website in question.
7. You may not create a link to this website from another website or document without our prior written consent.
8. We will not be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
9. Every effort is made to keep this website up and running smoothly. However, we take no responsibility for, and will not be liable for, this website being temporarily unavailable due to technical issues beyond our control.
10. Any dispute arising out of the use of this website is subject to the laws of England and Wales.

Our Trading address

Relec Electronics Ltd
Animal House
Justin Business Park
Sandford Lane
Wareham
Dorset
BH20 4DY

Telephone 01929 555700
Fax 01929 555701

Terms and conditions of Sale

The Customer’s attention is specifically drawn to:

• Clause 6 (Goods sold only with benefit of manufacturer’s warranty)
• Clause 11 (Limitations of liability)

1. Interpretation

1.1. In these Conditions, the following definitions apply:
Acknowledgement of Order: the document entitled as such issued by the Supplier.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Call Off Order: an order called off from time to time pursuant to the Order.
Conditions: the terms and conditions set out in this document.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery: as detailed in clauses 4.3 or 4.4. (as the case may be).
Force Majeure Event: has the meaning given in clause 12.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods.
Quotation: the quotation issued by the Supplier.
Specification: any specification (if any) for the Goods, including any related plans and drawings, provided by the Customer.
Supplier: RELEC ELECTRONICS LIMITED (registered in England and Wales with company number 1389153, with its registered office at Gresham House, Telford Road, Salisbury, England, SP2 7PH).
1.2. 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 personal representatives, successors or permitted assigns.
1.2.3. A reference to a statute or statutory provision is a reference to such statute or 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.
1.2.5. A reference to writing or written includes faxes and e-mails.

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 purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, and any applicable Specification submitted by the Customer, are complete and accurate.
2.3. The Order shall only be deemed to be accepted on the earlier when the Supplier issues a written Acknowledgment of Order at which point the Contract shall come into existence.
2.4. 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.
2.5. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. Goods

3.1. The Goods are described in the Supplier’s catalogue or website.
3.2. If the Supplier is unable to supply the Customer with the Goods for any reason, the Supplier will inform the Customer of this by email and will not process the Order. If the Customer has already paid for the Goods, the Supplier will refund the Customer the full amount including any delivery costs charged as soon as possible.
3.3. The Supplier reserves the right to amend the specification of any Goods, including the Specification, if
required by any applicable statutory or regulatory requirements.
3.4. Where the Customer provides any Specifications:
3.4.1. 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 professional costs and expenses) suffered or incurred by the Supplier in respect of 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 or manufacturer’s use of the Specification. This clause
3.3 shall survive termination of the Contract.
3.5. In circumstances in which the Supplier supplies goods to the Customer for incorporation with or use ancillary to, any composite or other products to be produced, manufactured, processed or supplied by the Customer or a third party then the Customer:
3.5.1. shall forthwith on demand produce for inspection by the Supplier copies of all written instructions, information and warnings to be supplied by the Customer in relation to the composite or other products, provided that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Supplier of such instructions, information or warnings; and
3.5.2. undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Goods or batches of Goods from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and email address).
3.5.3. 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 professional costs and expenses) suffered or incurred by the Supplier in respect of any claim or claims are made against the Supplier relating to the composite or other products in circumstances in which the Goods supplied by the Supplier are either:
(i) not the defective part of the composite or other product; or
(ii) are only rendered the defective part or become a defective product by reason of acts or omissions of
acts of the Customer or a third party (including the supply of defective free issue materials); or
(iii) are only rendered the defective part or became a defective product by reason of instructions or
warnings given by the Customer or other supplier of the composite or other products; or
(iv) are supplied in accordance with a specification or drawings furnished by, or on behalf of, the Customer.
3.6. For the purposes of clause 3.5 only, the word defective shall be interpreted in accordance with the definition of defect contained in Part 1 of the Consumer Protection Act 1987.
3.7. The Customer shall, at the Supplier’s cost, give any assistance that the Supplier shall reasonably require to recall, as a matter of urgency, Goods from the retail or wholesale market.
3.8. The Customer acknowledges that it is under a duty to (and hereby agrees) to pass on to its customer all instructions, information and warnings supplied to it by the Supplier with the Goods.

4. Delivery

4.1. Unless the Supplier has agreed to Call Off Orders, in which case Schedule 1 shall apply, Goods shall be delivered in accordance with the Order.
4.2. The Supplier shall ensure that:
4.2.1. each delivery of the Goods is accompanied by a delivery note which shows, 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
4.2.2. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.3. Where the Supplier has agreed to deliver the Goods to the Customer, 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, whereupon “Delivery” of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4. Where it is agreed that the Customer shall collect the Goods, the Customer shall collect the Goods from the Supplier’s premises at Animal House, Justin Business Park, Sandford Lane, Wareham, Dorset, BH20 4DY or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, whereupon “Delivery” of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.
4.5. Any dates/ lead times quoted for delivery 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.
4.6. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7. If the Customer fails to take the Goods or accept delivery of them within three 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 the Supplier’s failure to comply with its obligations under the Contract:
4.7.1. Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.7.2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8. If within 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken the Goods 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.
4.9. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.10. 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. Loss, shortages

5.1. The Customer shall only be entitled to claim for loss or shortages (if and subject to clause 11 below):
5.1.1. the Customer inspects the Goods within five Business Days of the date of despatch; and
5.1.2. a written complaint specifying the loss or shortage is made to the Supplier either by a qualified signature on the delivery note or within five Business Days of Delivery in the event or partial loss, damage or non delivery of any separate part of a consignment, or within ten Business Days of the notified date of despatch in the event of non-delivery of a whole consignment or, in either event, within such shorter period as the carrier’s conditions (if applicable require); and
5.1.3. the Supplier is given the opportunity to inspect the Goods and investigate any complaint before any use or alteration or interference of the Goods

6. Quality

6.1. The Supplier shall pass on the benefit of any standard manufacturer warranty, unless the Customer
purchases any extended manufacturer warranty and pays the Supplier any applicable fees for such extended warranty, and the warranty period shall be in accordance with the manufacturer warranty (“Warranty Period”). Copies of the manufacturer’s warranties are available prior to the purchase of Goods by contacting Supplier.
6.2. During the Warranty Period, the Supplier shall endeavour to liaise with the manufacturer in respect of any claim by the Customer that the Goods do not comply with the manufacturer’s warranty (the “Warranty Claim”) as soon as is practical after such claims have been notified to the Supplier. No credit notes shall be issued in respect of any Warranty Claim until and unless such Warranty Claim has been approved and where any due refunds have been repaid by the manufacturer to the Supplier. All decisions in respect of Warranty Claims by the manufacturer are final.
6.3. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.5. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. Title and risk

7.1. The risk in the Goods shall pass to the Customer on completion of Delivery.
7.2. Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1. 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
7.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3. Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.4; and
7.3.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4. Subject to clause 7.5, 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:
7.4.1. it does so as principal and not as the Supplier’s agent; and
7.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.4, then, without limiting any other right or remedy the Supplier may have:
7.5.1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases
immediately; and
7.5.2. the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or
irrevocably incorporated into another product; and
(ii) 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.

8. Price and payment

8.1. The price of the Goods 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 as at the date of delivery.
8.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.2.1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in the currency stated in the Quotation (if no currency is stated, the currency shall be pound sterling).
8.4. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licenses and consents available to the Supplier prior to the relevant shipment.
8.5. The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”). 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.
8.6. The Supplier may invoice the Customer for the Goods prior to on or at any time after the completion of delivery. Payments shall be made in the currency in which the Customer is invoiced.
8.7. Where the Customer places the Order via the Supplier’s website, payment in full shall be required at the time of placing the Order.
8.8. Where clause 8.7 does not apply and where credit:
8.8.1. is permitted under clause 8.11, unless otherwise agreed in writing, subject always to the terms of clause 8.11, the Customer shall pay the invoice in full and in cleared funds within 30 calendar days of the invoice date. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence; or
8.8.2. is not permitted under clause 8.11, unless otherwise detailed in the Quotation payment in cleared funds is due prior to despatch.
8.9. 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
HSBC’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.
8.10. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.11. The Supplier offers credit terms purely in its discretion and without prejudice to any other rights or remedies of the Supplier under this Contract, late or non payment by the Customer shall entitle the Supplier to suspend, cancel or amend any agreed credit terms and request all outstanding amounts immediately.

9. Termination and suspension

9.1. If the Customer cancels or wishes to amend its Order after the Acknowledgement of Order has been issued, the Supplier will try to cancel the Contract/amend the Order with its third party suppliers and try to re-sell under clause 9.2. Where the third party suppliers will not accept cancellation or amendment or a cancellation or amendment charge is charged by the third party suppliers, subject to clause 9.2, the Supplier reserves the right to apply any sums the Customer has paid and to ask the Customer to pay additional sums to cover costs of cancellation on an indemnity basis.
9.2. If the Supplier re-sells the Goods which are the subject of the Order within twenty Business Days of the cancellation (or if appropriate, amendment) it will take into account any sale proceeds in calculating its reasonable costs as detailed in clause 9.1above.
9.3. If the Customer becomes subject to any of the events listed in clause 9.4, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
9.4. For the purposes of clauses 9.1 the relevant events are:
9.4.1. 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, 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;
9.4.2. 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 other than (where the Customer is a company) where these events take place 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;
9.4.3. (being a company) 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, 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;
9.4.4. (being a company) 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 Customer;
9.4.5. (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
9.4.6. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
9.4.7. (being an individual) the Customer is the subject of a bankruptcy petition or order;
9.4.8. 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 its assets and such attachment or process is not discharged within 14 calendar days;
9.4.9. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.4.1 to clause 9.4.8 (inclusive);
9.4.10. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
9.4.11. the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
9.4.12. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
9.5. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.4.1 to clause 9.4.12, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.6. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
9.7. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
9.8. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

10. Export terms

10.1. Where Goods are supplied by the Supplier for export outside of the United Kingdom the following additional provisions shall apply:
10.1.1. The Customer shall be responsible for complying with any legislation or regulations governing:
(i) The importation of the Goods into the country of destination and for payment of any duties thereon;
and
(ii) Compliance of the Goods in general including in relation to product safety, packaging and labelling in
the country of destination.
10.1.2. The Goods shall be delivered ex Works.
10.2. Clause 5 shall not apply and the Supplier shall have no liability for any claim in respect of any defect which would be apparent on inspection and which is made after Delivery takes place as detailed in clause 10.1.2.

11. Limitation of liability

11.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.1.4. any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
11.2. Subject to clause 11.1:
11.2.1. 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:
(i) loss of profits or loss of revenue, loss of production or loss of business;
(ii) loss of goodwill, loss of reputation or loss of opportunity;
(iii) loss of use; lost data or lost production;
(iv) loss of anticipated savings or loss of margin;
(v) third party claims; or
(vi) any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract
11.2.2. 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 twice the price of the Goods.
11.2.3. The Customer acknowledges and agrees that its representatives are suitably qualified and experienced to procure the Goods from the Supplier in their own right and accordingly, notwithstanding any input by the Supplier the Customer has had the opportunity to examine any specifications of the Goods to satisfy itself that the specifications of the Goods meet the requirements of the Customer. Accordingly the Supplier shall have no liability whatsoever in respect of:
11.2.4. any specification of the Goods not meeting the requirements of the Customer (including being fit for any particular purpose); or
11.2.5. any advice, or other assistance in relation to the selection of the Goods by the Customer.
11.3. The Customer should insure against any risk not accepted by the Supplier and particularly ensure that such policy covers any additional value in excess of the limitation set out in clause 11.2.2.
11.4. The parties agree that without the limitations of liability in clause 6 and clause 11 the Supplier would not have agreed to the price or terms and conditions of this Contract.

12. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the
extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any
event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

13. General

13.1. Assignment and other dealings.
13.1.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2. Notices.
13.2.1. 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
13.2.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; 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 by fax or e-mail, one Business Day after transmission.
13.2.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.3. Severance.
13.3.1. 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.
13.3.2. 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.
13.4. 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.
13.5. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.6. 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 in writing and signed by the Supplier.
13.7. 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. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
13.8. 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).

Schedule 1 – Call Off Order

Unless otherwise set out below, any words with capital letters, will have the meanings given to them in clause 1 of the Terms. In this Schedule the following words shall have the following meanings:
Binding Volume: the binding volume of Goods to be ordered during the Purchase Period as detailed in the Order.
Purchase Period: unless specified otherwise in the Order, the 12 month period commencing on the date of the Order.

1. Call Off Orders

1.1. Each Call Off Order shall be part of the applicable Order under the Contract and shall not form a separate contract to it.
1.2. If the Contract relates to a Call Off Order and there is a conflict or inconsistency between the following documents they will be applied in the following order of priority of descending order:
1.2.1. the Call Off Order;
1.2.2. the Order;
1.2.3. the Terms.

2. Binding Volume

2.1. During the Purchase Period, the Customer shall use reasonable endeavours to give the Supplier a forecast of the Goods it expects to purchase during the following three months.
2.2. Forecasts provided under paragraph 2.1 of this Schedule 1 shall not constitute Call Off Orders.
2.3. The Customer shall during the Purchase Period place Call Off Orders to purchase Goods of not less than the Binding Volume as specified in the Order from the Supplier.
2.4. If the Goods purchased by the Customer during the Purchase Period (“Actual Purchase Amount”), including where the Contract is terminated, is less than the Binding Volume, then, except to the extent the shortfall in purchases was caused by the Supplier’s default or by a Force Majeure Event, the Supplier may require the Customer to purchase the difference in Goods between the Binding Volume and the Actual Purchase Amount (“Deficit”).
2.5. The timescales for the Supplier providing the Goods to the Customer under the Call Off Order shall be as set out in the Call Off Order.

3. Payment

3.1. The Supplier shall invoice the Customer for the Goods under a Call Off Order once the Customer has placed the Call Off Order and the Supplier has shipped the product.
3.2. If the Customer fails to pay any amounts owed to the Supplier as they fall due, without affecting any other right or remedy available to it, the Supplier may:
3.2.1. suspend the Delivery of Goods under any Call Off Order;
3.2.2. suspend, cancel or amend any agreed credit terms with the Customer; and/or
3.2.3. terminate the Contract with immediate effect by giving written notice to the Customer.