Terms & Conditions
1 INTERPRETATION:
1.1 DEFINITIONS.
In these Conditions, the following definitions apply:
Business Day:
a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date:
means the date that the Customer confirms the details of the Order Acknowledgement.
Conditions:
these terms and conditions including any schedules and/ or documents referred to herein, as amended from time to time in accordance with clause 13.8.
Contract:
the contract between the Supplier and the Customer for the supply of Goods which shall consist of:
a) These Conditions
b) The Supplier’s written Order Acknowledgement
c) The Supplier’s Quotation,
d) Goods Specification
e) The Order
In the event of any conflict between these documents the list above defines the order of precedence.
Customer:
the person or firm who purchases the Goods and/or Services from the Supplier.
Default:
means an act, omission or failure to perform any relevant obligation
Deliverables:
the deliverables set out in the Quotation
Delivery Location:
means the location set out in the Order Acknowledgement
Force Majeure Event:
means any circumstance outside the Supplier or Customer’s reasonable control, including, but not limited to, acts of God, flood, drought, earthquake or other natural disaster or extreme weather, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, answering or responding to a UK national emergency, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion, or accident, any labour or trade dispute, strikes, industrial action or lockouts (whether involving the workforce of the party or any other party), non-performance by suppliers or sub-contractors or interruption or failure of utility service or transport network, restrictions in delivery due to weather, malicious damage, accident, breakdown of plant or machinery.
Goods:
the goods (or any part of them) set out in the Order Acknowledgement.
Goods Specification:
any specification for the Goods, including any relevant plans or drawings, as defined in the Order Acknowledgement.
Intellectual Property Rights:
all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order:
the Customer's order for the supply of Goods. For the avoidance of doubt this may be in the form of either:
a) the Customer's purchase order form; or
b) Payment of a proforma invoice
Order Acknowledgement:
means the acknowledgement sent by the Supplier to the Customer following receipt of the Order and which confirms details of the Order including quantity and Specification of the Goods, delivery timescales and location.
Price:
means the price detailed in the Quotation
Quotation:
means the proposal provided in writing by the Supplier to the Customer for the Goods to which the Contract is related.
Supplier:
Cefas Technology Limited registered in England and Wales with company number 4242938
Supplier Materials:
means all materials, equipment, documents and other property of the Supplier
Warranty Period:
means a period of 12 months from the date of delivery unless otherwise stated in the Order Acknowledgement.
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 personal representatives, successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision and 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 The 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 Contract shall not come into existence until the Supplier receives a signed Order Acknowledgement. If the Customer does not provide a signed Order Acknowledgement within 5 Business days of it being provided by the Supplier, then the Supplier may revoke the Order Acknowledgement and/or amend any details.
2.3 The Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and undertakings concerning the Goods. The Customer acknowledges that it has not relied on any statement, promise or representation 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 contained in the Supplier's website are issued or published for the sole purpose of giving an approximate idea of the Goods described on the website. 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.
3 GOODS:
3.1 The Goods Specification is as described on the Supplier's website unless specified otherwise in the Supplier’s Quotation.
3.2 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 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification on the Supplier's website if required by any applicable statutory or regulatory requirements.
4 DELIVERY OF GOODS:
4.1 The Supplier shall ensure that:
4.1.1 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; and
4.1.2 if the Supplier requires the Customer to return any packaging material 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.
4.2 The Supplier shall deliver the Goods to the Delivery Location or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready provided that the price shall be adjusted accordingly if a change in the Delivery Location results in the Supplier incurring additional costs OR
4.3 The Customer shall pick up the goods at the location specified by the Supplier during specified ordinary business hours within five business days of being informed by the Supplier that the Goods are ready.
4.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location in the case of clause 4.2 or upon collection in clause 4.3.
4.5 The Supplier utilises third parties to deliver Goods and therefore any dates 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 Goods held up in customs or 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 refunding the monies received under the invoice. The Supplier shall inform the Customer as soon as is reasonably possible of a failure to be able to deliver the Goods to the Customer. The Supplier shall have no liability for 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.
4.7 If the Customer fails to accept or take delivery of the Goods within five 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):
4.7.1 the Customer shall be responsible for any additional costs incurred by the Supplier for failure to deliver including the cost of arranging return of the Goods to the Suppliers facility and/ or re-delivery to the Customer on an alternative date.
4.7.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses The Customer shall arrange any insurance as required for this period of time.
4.8 If twenty Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken 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 Supplier may deliver the Goods by instalments. 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 the Warranty Period, the Goods shall:
5.1.1 conform with their Goods Specification
5.1.2 be free from material defects in design, material and workmanship;
5.2 Subject to clause 5.4, if:
5.2.1 the Customer gives notice in writing during the Warranty Period within five business days following discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
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 Customer's cost clearly indicating “warranty return” on any shipping documentation.
the Supplier shall, at its option, repair or replace the defective Goods
5.3 The Customer shall be liable for any taxes or duties due as a failure to make clear that the returned Goods were done so under warranty.
5.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
5.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2.1;
5.4.2 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;
5.4.3 the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.4.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.4.5 the Customer subjects the Goods to any chemical, physical, radiological or thermal treatment or process without the written consent of the Supplier;
5.4.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.4.7 the Goods differ from their description OR the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.5 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.
5.6 The terms of these Conditions shall apply to any repaired or replacement component of the Goods supplied by the Supplier under clause 5.2.
6 TITLE AND RISK OF GOODS:
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 the Supplier has received payment in full (in cash or cleared funds) for the Goods.:
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee;
6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 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;
6.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12; and
6.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7 CUSTOMER OBLIGATIONS:
7.1 The Customer shall:
7.1.1 ensure that the details stated in the Order, the Order Acknowledgement and (if submitted by the Customer) the Goods Specification are complete and accurate;
7.1.2 co-operate with the Supplier in all matters relating to the Services;
7.1.3 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;
7.1.4 provide the Supplier with such information as the Supplier may reasonably require to supply the Goods, and ensure that such information is accurate in all material respects;
7.1.5 prepare the Customer's premises for the supply of the Goods;
7.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Goods before the date on which the Goods are to be delivered;
7.1.7 keep and maintain all 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
7.2 If the Supplier's performance of any of its obligations in respect of the Goods is prevented or delayed by any Default by the Customer:
7.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of delivery of the Goods until the Customer remedies the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays the Supplier's performance of any of its obligations;
7.2.2 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 due to any Default by the Customer; and
7.2.3 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.
8 CHARGES AND PAYMENT:
8.1 The Price of the Goods (unless otherwise agreed) assumes Delivery At Place (Incoterms 2020) and is inclusive of all costs and charges of packaging and transport of the Goods. The Customer shall be responsible for arranging any importation documentation and directly paying any customs and other import related duties, fees and charges, and all other local or national levies or charges which may become payable in relation to the Goods.
8.2 The Price is exclusive of all Value Added Tax which will be included separately in the invoice at the standard rate at the time of invoice (if applicable)
8.3 In consideration of the provision of the Goods by the Supplier, the Customer shall pay the Supplier the Price. The Supplier will issue the Customer with an invoice in accordance with the agreed payment plan as defined in the Order Acknowledgment.
8.4 The Customer shall pay each invoice submitted by the Supplier:
8.4.1 within thirty days of the date of the invoice; and
8.4.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
8.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of five per cent per annum above the then current Barclay's Bank's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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.
8.7 Unless agreed in advance in writing all payments shall be made in Pounds Sterling and the Customer is responsible for the payment of any bank transfer fees that may be applicable.
9 INTELLECTUAL PROPERTY RIGHTS:
9.1 All background Intellectual Property Rights in or arising out of or in connection with the Goods shall remain with the Supplier;
9.2 All foreground Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by the Customer.
9.3 All Supplier Materials are the exclusive property of the Supplier.
10 LIMITATION OF LIABILITY:
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability
for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 or any other exclusion or limitation which is not permitted by law
10.2 Subject to clause 10.1:
10.2.1 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
10.2.2 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 the invoice price excluding any applicable taxes, duties or levies payable on the Goods.
10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11 TERMINATION:
11.1 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:
11.1.1 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 thirty (30) days after receipt of notice in writing of the breach;
11.1.2 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) 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;
11.1.3 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.4 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;
11.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
11.1.6 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 fourteen days;
11.1.7 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);
11.1.8 a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.1.9 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;
11.1.10 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 11.1.2 to clause 11.1.9 (inclusive);
11.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
11.1.12 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.
11.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
11.2.1 by giving the Customer one months' written notice;
11.2.2 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.
11.3 Without limiting its other rights or remedies, the Supplier shall have the right to 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:
11.3.1 the Customer fails to make pay any amount due under this Contract on the due date for payment; or
11.3.2 the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.9, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
12.1 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 (including for any work in progress or commitments made which cannot be reasonably mitigated);
12.2 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;
12.3 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
12.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13 GENERAL:
13.1 Force majeure:
13.1.1 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.
13.1.2 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 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.
13.2 Assignment and subcontracting:
13.2.1 The Supplier may at any time assign, transfer, 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.
13.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.3 Notices:
13.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company with a copy of the notice also sent via email. .
13.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
13.3.3 This clause 13.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
13.4 Waiver and cumulative remedies:
13.4.1 A waiver of any right under the Contract 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
13.5 Severance:
13.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
13.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.6 No partnership:
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.7 Third parties:
For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to, and does not give any person who is not a party to it any right to enforce any of its provisions.
13.8 Variation:
Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
13.9 Governing law and jurisdiction:
This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
13.10 Dispute Resolution
13.10.1 The Parties shall in good faith attempt to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement (a “Dispute”).
13.10.2 If a Dispute cannot be resolved in accordance with clause 14.10.1, the Parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed by the Parties, the mediator will be appointed by CEDR. To initiate the mediation a Party must give notice in writing (an “ADR notice”) to the other Party requesting mediation. A copy of the ADR notice must be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.
13.10.3 Neither Party may start court or arbitration proceedings pursuant to clause 14.10.2 in relation to the whole or part of a Dispute until 45 days after service of the ADR notice provided that the right to issue proceedings is not prejudiced by the delay.
13.10.4 If the Dispute is not resolved within 60 days of service of the ADR notice or either Party fails to participate or to continue to participate in the mediation or the mediation terminates without resolution the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 13.9.
13.11 Waste:
The Supplier is compliant with UK Waste Electrical and Electronic Equipment Regulations 2013 (UK WEEE) and the Customer shall either elect at their option to:
13.11.1 dispose of the Goods at end of life in accordance with the UK WEEE; or
13.11.2 Send a request to the Supplier to collect the Goods at their end of life for disposal. In such an event the Supplier will upon 20 Business days notice arrange for the product to be collected and disposed of
13.12 Data Protection:
In the performance of this Contract, both the Customer and the Supplier shall comply with their obligations under the relevant Data Protection Law. This clause 13.12 is in addition to and does not relieve, remove or replace either party’s obligations under the Data Protection Law. Any specific requirements or obligations requiring specific actions to be taken under Data Protection Law shall be detailed on the Order and Order Acknowledgement and be complied with by the parties.