1.DEFINITIONS
In these Conditions the following words have the following meanings:
1.1 “Company” means KBE Ltd, KBE Ltd trading as KMS Georgian Fabrications or KBE Ltd trading as justgeorgian;
1.2 “Conditions” means the standard terms and conditions of sales as set out below;
1.3 “Buyer” means any person whose order for the supply of goods and/or services is accepted by the Company;
1.4 “Contract” means any contract for the supply of goods and/or services by the Company to the Buyer into which these conditions are incorporated;
1.5 “Goods” means any products (including any instalment of them) to be supplied by the Company to the Buyer, or provided as part of the Services, in accordance with the Contract;
1.6 “Services” means the services which are to be supplied by the Company to the Buyer in accordance with the Contract;
1.7 “Company’s Specifications” means the written or diagrammatic description of the general specification of the Goods and/or Services supplied by the Company, a copy of which is available for inspection at its premises;
1.8 “Buyer’s Specifications” means any specifications, instructions or designs given by the Buyer to the Company in connection with the Contract;
1.9 “Quotation” means the written, oral or electronic quotation made by the Company to the Buyer or to others on the Buyer’s behalf;
1.10 “Order” means the written, oral or electronic order placed by the Buyer with the Company for the supply of Goods and/or Services;
1.11 “Confirmation of Order” means the written confirmation given by the Company to the Buyer whether before or after delivery of the Goods and/or Services;
1.12 “Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.
2 SPECIFICATION
2.1 Subject to Clause 2.5 below, all Orders by the Buyer shall be deemed to be by reference to the Company’s Specifications.
2.2 Samples provided by the Company and details, drawings and information contained in the Company’s brochures and catalogues are illustrative only. The Company reserves the right to make alterations and modifications as it may see fit provided that the Goods supplied are reasonably commensurate with those samples, catalogues and brochures.
2.3 Any advice or recommendations given as to application or use of the Goods by or on behalf of the Company, which is not confirmed in writing by the Company and signed by a Director of the Company, is acted upon at the Buyer’s own risk.
2.3.1 Where special finishes (including paint colours and foils) are ordered by the Buyer which are not listed as standard products in the Company’s brochures and catalogues, these shall be deemed to be to the Buyer’s Specifications and no liability for the performance of such finishes will be undertaken by the Company.
2.4 Where Goods are manufactured or Services are supplied to the Buyer’s Specifications or to designs or drawings prepared by the Company which have been approved by the Buyer, or where the Company uses tools, materials or items supplied by the Buyer, the Buyer shall be responsible for the accuracy, suitability and adequacy of the same for their intended purpose.
2.5 The Buyer shall indemnify the Company against all liabilities, losses, damages, claims, demands, costs and expenses (including legal costs on a full indemnity basis) arising directly or indirectly out of or in connection with:
2.5.1 any defect, inadequacy, inaccuracy or unsuitability in any Buyer’s Specifications, designs, drawings, instructions, approvals, tooling, materials, components or other items supplied by or on behalf of the Buyer;
2.5.2 the manufacture, supply or performance of Goods or Services in accordance with the Buyer’s Specifications;
2.5.3 any claim that the manufacture, supply, possession, use or sale of Goods produced in accordance with the Buyer’s Specifications infringes the intellectual property rights or other rights of any third party,
except to the extent that such liability arises solely from the negligence or wilful misconduct of the Company.
2.6 The Buyer shall supply the Buyer’s Specifications within a reasonable time to enable the Company to complete the Contract.
2.7 Where the Buyer supplies or specifies any materials, components, tooling, equipment, designs, drawings, data or other items for use in connection with the Goods or Services, the Company shall be entitled to rely upon the accuracy, completeness and suitability of such items. The Company shall not be liable for any defect, failure, delay, wastage, loss, damage, increased cost or other consequence arising directly or indirectly from the use of, or reliance upon, such items.
2.8 Where the Company prepares or supplies any designs, drawings, specifications, calculations, recommendations, consultancy services, technical advice, repair recommendations or other information to meet the Buyer’s requirements, whether in connection with Goods or Services, the Buyer shall be solely responsible for satisfying itself as to the suitability, adequacy, accuracy and fitness for purpose of the same for its intended application. The Company shall not be liable for any loss, damage, defect, failure, cost or expense arising from the Buyer’s reliance upon such materials unless expressly agreed otherwise in writing and signed by a Director of the Company.
2.9 The Buyer acknowledges that the Company does not warrant that any Goods, designs, drawings, specifications, consultancy services, technical advice or recommendations supplied by the Company will be suitable for the Buyer’s particular application, manufacturing process, end product or intended use. Responsibility for testing, validation, regulatory compliance, certification and approval of the Goods and/or Services for the Buyer’s intended use shall remain solely with the Buyer.
2.10 Where the Buyer requires any alteration to be made to a design, the Buyer shall pay for any additional work necessary.
2.11 The Company shall be entitled to cease to manufacture any Goods which it reasonably believes may infringe any patent, registered design, trademark, copyright or other intellectual property rights of any third party. The Buyer shall pay the Company the value of work done and materials used up to the date of cessation and shall indemnify the Company against all claims, costs, expenses and losses arising from any such alleged infringement.
3 INTELLECTUAL PROPERTY
3.1 All intellectual property rights, including but not limited to copyright, design rights, patents, trade secrets, database rights, know-how and confidential information, in or arising from any Goods, Services, designs, drawings, specifications, calculations, tooling, dies, moulds, extrusion profiles, mouldings, components, jigs, fixtures, technical solutions, manufacturing methods, processes, consultancy outputs or other materials created, developed or supplied by the Company shall remain the exclusive property of the Company, whether or not created specifically for the Buyer, unless otherwise expressly agreed in writing by a Director of the Company.
3.2 Nothing in the Contract shall operate to transfer to the Buyer any rights in or to any of the Company’s background intellectual property, including but not limited to existing designs, standard products, extrusion profiles, moulds, tooling, manufacturing methods, processes, software, or know-how, whether developed before or after the date of the Contract.
3.3 Where Goods or Services are manufactured or supplied in accordance with the Buyer’s Specifications, the Buyer shall retain ownership of its own intellectual property. The Buyer grants the Company a non-exclusive, worldwide, royalty-free licence to use such Buyer’s Specifications solely to the extent necessary to manufacture, supply and service the Goods or perform the Services under the Contract.
3.4 Where the Company supplies Goods or Services which incorporate or are produced from Company intellectual property, the Buyer is granted a non-exclusive, non-transferable licence to use the resulting Goods solely for the Buyer’s internal use, resale or incorporation into its own products in the ordinary course of business, and for no other purpose.
3.5 The Buyer acknowledges that any improvements, modifications, adaptations or developments made by the Company to any Goods, Services, tooling, designs, processes or manufacturing techniques in the course of performing the Contract shall vest in and remain the exclusive property of the Company.
3.6 The Buyer shall not, and shall not permit any third party to, copy, reverse engineer, decompile, reproduce, adapt, disclose or otherwise use or exploit any of the Company’s intellectual property, including any Goods, designs, tooling, moulds, dies, extrusion profiles, technical solutions or other deliverables, except as expressly permitted under the Contract or with the Company’s prior written consent signed by a Director of the Company.
3.7 The Buyer warrants that any Buyer’s Specifications, including but not limited to designs, drawings, instructions, tooling, materials or data supplied or approved by the Buyer, do not infringe any intellectual property rights of any third party and shall indemnify the Company against all liabilities, losses, damages, claims, costs and expenses arising out of or in connection with any breach of this warranty.
3.8 The Buyer acknowledges and agrees that, by placing an Order, the Company shall have the right to photograph, video record, measure, survey, inspect and create drawings, diagrams, renderings, case studies and other visual or technical representations of the Goods, Services and any completed or ongoing project relating to the Contract.
The Buyer grants the Company a perpetual, worldwide, non-exclusive, royalty-free right to use, reproduce, publish, display, distribute and otherwise exploit such photographs, videos, drawings, diagrams, renderings, case studies and representations for the Company’s marketing, promotional, advertising, portfolio, tendering, website, social media, trade exhibition, publication and other business purposes.
The Company shall not be required to obtain any further consent from the Buyer for such use. Where reasonably requested by the Buyer prior to commencement of the Contract, the Company will use reasonable endeavours to avoid disclosing confidential information, security-sensitive information, personal data or commercially sensitive details relating to the Buyer or the project.
The Buyer shall procure all necessary permissions, consents and rights from the owner, occupier and any third party having an interest in the site to enable the Company to exercise its rights under this clause.
The rights granted under this clause shall survive completion, termination or expiry of the Contract.
4 DELIVERY
4.1 Delivery shall for the purpose of these conditions be deemed to have occurred on the happening of the first of the following events:
4.1.1 actual delivery of the Goods to the Buyer or to its carrier, agent or contractors;
4.1.2 performance of the Services by the Company for the Buyer or its agent or contractors;
4.1.3 collection of the Goods by the Buyer, its carrier, agent or contractors from the Company’s place of business; or
4.1.4 when the Company notifies the Buyer that the Goods are ready to be delivered or collected or the Services are ready to be performed and the Buyer requests that delivery or collection be delayed.
4.2 Unless otherwise agreed the Goods shall be despatched to the Buyer’s place of business.
4.3 In the case of defective/damaged Goods or loss in transit, written notice must be given by the Buyer to the Company and where appropriate
to the carrier concerned within twenty four hours of the defect or loss becoming apparent and in any case within two days of delivery. Conditioning of delivery consignment notes or carriers delivery receipts as being unchecked, uninspected or otherwise, shall not be accepted as written notice of Goods later claimed as defective or damaged.
4.4 Where the Contract provides for delivery in instalments any defects in the Goods or default in the Services in any such delivery shall not be grounds for cancellation of the remainder of the Contract.
4.5 The Company may deliver the Goods or perform the Services in advance of the quoted delivery dates and reserves the right to make part deliveries upon giving reasonable notice to the Buyer.
4.6 Although the Company shall use its reasonable endeavours to deliver the Goods and/or Services at the rate and at the time quoted for delivery, it shall not be liable for any direct or indirect loss or damage arising from its failure to do so.
4.7 Time for delivery of the Goods or performance of the Services shall not be of the essence of the contract unless previously agreed by the
Company in writing and signed by a Director of the Company.
5 PACKAGING
5.1 The contract price is exclusive of the cost of returnable packaging such as packing cases, cartons and stillages. These must be returned promptly, in serviceable condition, carriage paid. If not so returned within 3 calendar months of delivery these will be charged for at the replacement cost to the Company as notified to the Buyer from time to time. Property in the same shall not then pass to the Buyer until such charge is paid, and condition 5.2 shall apply.
5.2 Returnable packaging supplied by the Company will be specified on its delivery notes. Returnable packaging returned to the Company will be signed for upon receipt and it shall be the Buyer’s responsibility to ensure that such receipt is obtained. Periodic stock‐takes of returnable packaging may be carried out at the Company’s request at the Buyer’s premises from time to time.
6 LIABILITY AND INDEMNITY
6.1 The Company shall not be liable to the Buyer for any loss, damage or defect arising directly or indirectly from:
6.1.1 the Goods or Services not being suitable or fit for any particular purpose unless expressly confirmed in writing by a Director of the Company;
6.1.2 any failure by the Buyer to provide accurate, complete or timely information, instructions or specifications;
6.1.3 any Buyer’s Specifications, including designs, drawings, instructions, approvals or requirements, or the incorporation of the same into the Goods or Services;
6.1.4 any materials, components, tooling, equipment or other items supplied or specified by the Buyer;
6.1.5 any alteration, modification, misuse, mishandling, improper storage, installation or maintenance of the Goods by the Buyer or any third party;
6.1.6 any advice, recommendation, consultancy, design, repair or technical services provided by the Company which is followed or applied by the Buyer without full independent verification;
6.1.7 any claim arising from infringement of intellectual property rights resulting from compliance with Buyer’s Specifications.
6.2 Subject to Clause 6.6, the Company’s liability in respect of any defect in the Goods or default in the Services shall be limited to, at its option:
6.2.1 repair or replacement of the Goods; or
6.2.2 re-performance of the Services; or
6.2.3 refund of charges paid in respect of the relevant Goods or Services.
6.3 Except as expressly stated in the Contract, all warranties, conditions, terms and representations whether express or implied, statutory or otherwise, including as to fitness for purpose or merchantability, are excluded to the fullest extent permitted by law.
6.4 The Company undertakes with the Buyer, and with no other person, that it will (at the Company’s option) replace or allow credit for any defects in the Goods and/or default in the Services (apart from where the Goods are delivered in a damaged state), provided that this undertaking is personal to the Buyer, may not be assigned to any third party, and that:
6.4.1 the Company is notified of such defects or default within one working day of delivery;
6.4.2 where such defects have been caused during transit that the delivery document (as supplied by the carrier) has been clearly annotated to state that the goods were damaged on receipt;
6.4.3 that such defect has not been caused by misuse, fair wear and tear, accident or failure to properly maintain or store;
6.4.4 the Company is afforded a reasonable opportunity to examine the Goods at the Buyer’s premises in their alleged defective state before use; and upon such examination the Goods prove to be of defective material (unless the material shall have been supplied by the Buyer) or defective manufacture or design (unless the design shall have been submitted or approved by the Buyer);
6.4.5 no claim under this Clause 6.4 shall include any claim for labour costs or any direct, indirect or consequential loss arising therefrom.
6.5 Where Goods are notified as damaged (in accordance with Clause 4.3) and the Buyer requests replacement Goods, supply of same will form a new and separate contract. Credit for the Goods reported as damaged will be considered by the Company (and at its sole discretion) on return of the Goods to the Company for inspection.
6.6 The Company’s total aggregate liability to the Buyer arising out of or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in all circumstances be limited to the total amount paid by the Buyer under the Contract in respect of the Goods and/or Services which give rise to the claim.
6.7 The Company shall not be liable for any indirect, incidental, consequential or special loss or damage of any kind whatsoever, including but not limited to loss of profit, loss of business, loss of production, loss of contracts, loss of goodwill, or increased costs of operation, howsoever arising, even if such loss was reasonably foreseeable or the Company had been advised of the possibility of such loss.
6.8 The Buyer shall indemnify and keep indemnified the Company against all liabilities, losses, damages, claims, demands, actions, proceedings, costs and expenses (including legal costs on a full indemnity basis) suffered or incurred by the Company arising out of or in connection with:
6.8.1 the design, specification, instructions, approvals, drawings or requirements provided or approved by the Buyer, including incorporation of Buyer’s Specifications into the Goods or Services;
6.8.2 any materials, components, tooling, equipment or other items supplied or specified by the Buyer;
6.8.3 any act or omission of the Buyer, its employees, agents, contractors or customers, including misuse, mishandling, improper installation, storage, maintenance, alteration or modification of the Goods;
6.8.4 any use, resale, incorporation or distribution of the Goods by the Buyer or any third party;
6.8.5 any breach by the Buyer of the Contract;
6.8.6 any claim by a third party arising from Goods manufactured, supplied or Services performed in accordance with the Buyer’s Specifications or requirements;
6.8.7 any infringement or alleged infringement of any intellectual property rights arising from or in connection with the Buyer’s Specifications, including but not limited to designs, drawings, sketches, tooling, materials or instructions supplied or approved by the Buyer;
6.8.8 any claim arising from the Company’s use, adaptation or incorporation of Buyer’s Specifications, where such use is carried out in accordance with the Contract or the Buyer’s instructions;
6.8.9 any claim, demand or allegation arising from goods manufactured, repaired, modified or supplied by the Company in reliance on information, data or instructions provided by the Buyer.
except to the extent that such liabilities, losses, damages, claims or expenses arise directly from the negligence or wilful misconduct of the Company.
7 PASSING OF PROPERTY
7.1 Title to and property in the Goods will not pass to the Buyer and the full legal and beneficial ownership of the Goods will remain with the Company (notwithstanding the delivery of the same and the passing of the risk thereon to the Buyer) until payment is received in full for all of the Goods and Services provided to the Buyer under this and any other Contract;
7.2 Until property in the Goods has passed to the Buyer in accordance with Clause 7.1 the Buyer shall:
7.2.1 maintain all appropriate insurances to cover the Goods against all commercial risks (including theft and damage by fire and water) to the full value thereof and supply the Company with evidence of such insurance on demand. If any loss or damage occurs while the Goods remain the property of the Company the Buyer shall immediately on receipt of any insurance monies, remit to the Company the full purchase price of the Goods lost or damaged less any part already paid;
7.2.2 keep the Goods properly stored and protected and readily identifiable as the Company’s property;
7.2.3 allow the Company to examine the Goods in storage at any time during normal business hours upon giving the Buyer reasonable notice of its intention to do so;
7.2.4 hold the Goods as the Company’s fiduciary agent and bailee.
7.3 If the Buyer sells the Goods:
7.3.1 the Buyer shall as between itself and its purchaser sell as principal and not as agents but as between the Company and the Buyer the Buyer shall be deemed to act as the agent of the Company;
7.3.2 the Buyer shall immediately upon receipt of the proceeds of sale, and whether or not payment has become due for the Goods or Services supplied, remit to the Company the full purchase price less any part which has already been paid;
7.3.3 the Buyer shall hold the proceeds of sale on trust for the Company and (if required to do so in writing by the Company) transfer the proceeds of such sale into a joint bank account nominated by the Company in the names of the Company and the Buyer and not until the Company has received payment in full be entitled to transfer any profit to any other account.
7.4 The Company’s right to immediate re‐delivery/repossession and resell the Goods and any other Goods supplied under any other Contract shall arise in any of the following circumstances:
7.4.1 after the due date for payment if payment has not been made in full;
7.4.2 before such date in the case of the occurrence of any of the events referred to in Clause 12.6.
7.5 For the purpose of exercising the rights contained in Clause 7.4 the Company shall be entitled to (and the Buyer grants to the Company, its officers, servants and agents a licence) at any time without prior notice to the Buyer to free and unrestricted entry (together with any vehicles and plant considered necessary by the Company) upon the Buyer’s premises and/or other locations where the Goods are situated and to remove the Goods.
7.6 The exercise of the Company of its rights against the Buyer under this Clause 7 shall be without prejudice to any other rights of the Company under this Contract.
8 PRICES
8.1 Quotations given by the Company shall not constitute an offer for the sale of any Goods or Services. They may be altered to take account of any changes in the cost of raw materials, labour or production prior to acceptance by the Company of the Order.
8.2 All prices quoted (unless otherwise specified by the Company in writing) are exclusive of the cost of delivery to the Buyer’s premises, freight charges and packaging costs. The Buyer shall pay any delivery costs in respect of the Goods or Services delivered by the Company to the Buyer.
8.3 All prices quoted are exclusive of VAT (where this is applicable). The Buyer shall pay any VAT, sales or other taxes and all customs import or other duties in respect of the Goods or Services supplied by the Company.
8.4 Unless otherwise stated all prices quoted are in and are payable in Pounds Sterling.
8.5 Payment shall be made by the Buyer to the Company.
8.6 The Buyer shall be responsible for any additional costs arising from any part deliveries or special delivery at its request or caused by the Buyer’s actions.
8.7 If the Buyer requests that delivery or collection of the Goods, or performance of the Services, be delayed then the Buyer shall pay all costs and expenses incurred by the Company as the result of the delay. The Company shall be entitled to levy a reasonable storage charge during such period of delay. Any delay does not entitle the Buyer to delay payment for the Goods or Services.
8.8 Payment shall be made by the Buyer on or before seven days from the date of invoice for each delivery or part delivery.
8.9 Time for payment shall be of the essence of the Contract.
8.10 If payment is not received on the due date then interest shall be payable (without any prior notification) on all overdue payments at the rate of 4% above the Bank of England base rate. This shall be calculated on a daily basis from the due date to the date of actual payment. The Company shall be under no obligation to allow overdue payments to remain outstanding notwithstanding payment of such interest.
8.11 The Company will not be liable to pay interest on any payment made by the Buyer before the same becomes due.
8.12 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract to the Company because of any claim of the Buyer in respect of faulty goods or any other alleged breach of contract.
8.13 The Buyer shall not be entitled to set off against any amount payable under the Contract to the Company any monies which are not then currently payable by the Company or in respect of which the Company disputes liability under other contracts.
8.14 Although the Company shall use its reasonable endeavours to deliver the precise quantity of the Goods ordered by the Buyer:
8.14.1 the Company reserves the right to deliver and the Buyer shall accept delivery of up to 20% more or 20% less than the quantity ordered with no adjustment in the price and the quantity so delivered shall be deemed the quantity ordered;
8.14.2 if the Company delivers less than 80% or more than 120% of the quantity ordered the Company shall (at the request of the Buyer) make up the deficiency or accept the return of the excess (as the case may be) so that the quantity delivered falls within the margins specified in Clause 8.14.1.
8.15 The Company shall be entitled at its absolute discretion to:
8.15.1 appropriate all payments made to it whether under the Contract under which the Order is placed or under any other contract between the Company and the Buyer to such outstanding invoices that have been previously rendered to the Buyer as it shall so decide;
8.15.2 in the absence of any such specific appropriation by the Company (whether notified to the Buyer or made by entries in the Company’s accounting records) such payment shall be deemed to discharge the earlier invoices first.
9 TOOLING
9.1 All tooling, dies, moulds, jigs, fixtures and manufacturing equipment used in connection with the Goods or Services shall remain the exclusive property of the Company, notwithstanding any contribution made by the Buyer towards the cost of design, development, manufacture or procurement of the same, unless otherwise expressly agreed in writing by a Director of the Company. For the avoidance of doubt, any such contribution by the Buyer shall not confer any ownership, intellectual property rights or other proprietary interest in the tooling or any related processes, methods or know-how.
9.2 The Company shall be entitled at its sole discretion, in the event of breach of contract by the Buyer or non-payment of any sums due, to retain, vary, allocate or recover tooling costs, or to recover from the Buyer the full outstanding balance of any tooling-related costs, without prejudice to any other right or remedy available to the Company.
9.3 Where the Buyer supplies any templates, patterns, gauges, samples, drawings, tooling, equipment or other items to the Company in connection with the Goods or Services and requires their return, the Buyer must clearly request such return in writing at the time such items are supplied to the Company. The Company shall have no obligation to store, preserve, insure or maintain any such items. In the absence of such written request, the Company may, upon completion of the relevant Contract, retain, dispose of or destroy such items without liability to the Buyer and without further notice.
10 RISKS
10.1 The risk passes to the Buyer upon delivery of the Goods and/or Services as defined in Clause 4.1, provided that where the Goods are stored at the Buyer’s request, risk shall pass from the date storage commences.
11 GENERAL
11.1 Any Contract made between the Company and the Buyer will be subject to these conditions except insofar as they are inconsistent with any special terms or conditions contained in the Quotation or the Confirmation of Order (as the case may be).
11.2 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Buyer.
11.3 No variation or addition to these Conditions shall be binding on the Company unless it is in writing and signed by a Director of the Company prior to the Order being placed.
11.4 Orders placed by the Buyer for Goods and/or Services shall still be subject to these conditions whether or not this is expressly stated.
11.5 If subsequent to any contract between the Company and the Buyer into which these conditions are incorporated any contract for the supply of goods similar to the Goods is made between the same parties whether the same is by letter, fax, electronically, orally or otherwise without express reference to any conditions, such contract shall be deemed to be subject to these conditions.
11.6 The Company’s employees, sub‐contractors and/or agents are not authorised to make any representations or warranties concerning the Order unless confirmed by the Company in writing and signed by a Director of the Company. The Buyer acknowledges that the Buyer does not rely on any representation and/or warranty that has not been made in accordance with these Conditions.
11.7 Insofar as these conditions are in any circumstances regarded as or held to constitute the terms of a counter‐offer, the Buyer shall be taken to have accepted such counter‐offer by accepting physical delivery of any of the Goods and/or Services from the Company.
11.8 Where the Quotation contains documents and particulars produced by the Company including (and without prejudice to the generality of the foregoing) illustrations, designs, drawings, weight, technical specifications and ratings:
11.8.1 such document and particulars shall be deemed to be approximate only unless a statement to the effect that they are final and definitive is expressly made;
11.8.2 the Buyer undertakes to observe strict secrecy with such documents and particulars and not to disclose them to others and the Company reserves all rights to copyright and all other industrial property rights including the ownership of the actual documents submitted.
11.9 The Company reserves the right to correct any clerical or typographical errors made by it at any time.
11.10 The rights of the Company or the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.
11.11 In the event of the provisions, terms and/or conditions herein contained being unenforceable or void for any reason whatsoever each provision, term or condition (including any sub‐clauses herein contained) shall be deemed to be severable from the remaining provisions, terms or conditions and such remaining provisions, terms or conditions shall remain in full force and effect.
11.12 The headings used in these Conditions are for convenience only and shall not affect the construction of these Conditions.
12 ENFORCEMENT AND TERMINATION
12.1 If before delivery is effected there arise reasonable grounds for the Company to believe that the Buyer shall not be able to fulfil its payment obligations, the Company shall have the right to demand from the Buyer security for payment.
12.2 From the date of demand for security until the date security is given the Company shall not be required to fulfil its obligations under the Contract.
12.3 If acceptable security to the Company is not offered within such reasonable period as may be specified by the Company, the Company may terminate the Contract without further liability on its part but the Buyer shall be liable to the Company in respect of any losses (including the loss of profits) incurred by the Company as a consequence of such termination.
12.4 No waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach of the same or any other provision.
12.5 Cancellation of the Contract by the Buyer will be a breach of contract entitling the Company to compensation. No variation of the Contract shall become binding unless confirmed in writing by the Company and signed by a Director of the Company.
12.6 If the Buyer:
12.6.1 is in breach of any of the terms and conditions of the Contract;
12.6.2 enters into any composition or arrangement with its creditors;
12.6.3 commits any act of bankruptcy or if any petition or receiving order in bankruptcy is made against it; or
12.6.4 if the Buyer is a limited company, any administrative receiver is appointed over its assets, a resolution is passed for its winding up, or an order of the court is made for its winding up,
the Company may, without prejudice to any accrued rights, delay or cancel any further Goods or Services and treat the Contract as terminated
13 ASSIGNMENT AND LAW
13.1 The Contract is governed by and interpreted in accordance with Northern Ireland law and the parties agree to submit to the non‐exclusive jurisdiction of the Northern Irish courts.
13.2 The Buyer shall not assign any of its rights or obligations under the Contract without the Company’s prior written consent, signed by a Director of the Company.
13.3 All third party rights are excluded and no third party shall have any right to enforce a Contract and/or a Contract term. Any rights of a third party to enforce a Contract and/or Contract term may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.