Supply of Goods and Services | Inim Electronics

INIM Electronics (UK) Ltd
Terms and Conditions for the Supply of Goods and Services

1. Definitions and interpretation

In these Conditions the following definitions apply:

Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national [or international in any relevant jurisdiction];

Business Day means between 8.00am to 5pm every week day other than a Saturday, Sunday or bank or public holiday

Conditions means the Supplier’s terms and conditions of sale set out in this document;

Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;

Contract means this agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order,

Customer means the named party in the Order which has agreed to purchase the Goods and/or services provided by the Supplier the details of which are set out in the Order.

Data Protection Laws means, as binding on either party or the Deliverables: the GDPR; the Data Protection Act 2018; any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing to include the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 from time to time

Deliverables means the Goods, and/or Services or both as the case may be to be supplied by the Suppler;

Documentation means any drawings, descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;

Goods means the goods, materials and components and related accessories, spare parts and Documentation and software set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer in accordance with the Contract;

Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: a) whether registered or not; b) including any applications to protect or register such rights, all renewals and extensions of such rights or applications whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing;

Location means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order or such other address or addresses as notified by the Supplier to the Customer

Order means the Customer’s order for the Deliverables and Goods

Services means the services set out in the Order and to be supplied by the Supplier to the Customer in accordance with the Contract;

Specification means the description or Documentation provided for the Deliverables set out or referred to in the Contract;

Supplier means INIM Electronics (UK) Ltd of Middlemore Lane, Aldridge, West Midlands, WS9 8SP company number 08014414

2. Application of these conditions

These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing and no variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and the Supplier respectively.
No amendment or variation of these terms and conditions or verbal promise or commitment related to it shall be valid unless committed to in writing and signed by or on behalf of both parties.
Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to the Contract including these Conditions. The Customer’s Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). To the extent that any of the Services are provided before signature they will be treated as being performed under this Contract.
Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue unless otherwise specified on the Suppliers quotation.
The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of (a) the Supplier’s written acceptance of the Order; or (b) the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
The Supplier may sub-Contract the performance of the Deliverables or the Contract in whole or in part.
Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.

3. Charges and Payment

All prices shall be paid in sterling unless specifically requested otherwise by the Supplier.
The Supplier reserves the right to increase the price of the Services, by giving notice to the Customer any time, to reflect any increase in the cost of Goods or otherwise to the Supplier that is due to;
1. any factor beyond the control of the Supplier to include market forces;
2. any request by the Customer to change the delivery date(s) quantities design or specification already agreed by the parties and described in the Suppliers quotation;
3. any failure by the Customer to allow the Supplier unencumbered access to the Location or carry out the Suppliers requirements to enable work to commence.
4. any delay caused by the Customer in any way to include failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services.
All Services are quoted exclusive of VAT which will be added as appropriate when invoiced at the price prevailing at the time of Contract unless otherwise agreed in writing with the Supplier.
The Supplier may invoice the Customer on completion of the Services OR at intervals to be agreed with the Customer OR on a pro forma basis. Payment in respect to a Pro Forma invoice is immediate and before commencement of any Service.
Time is of the essence for payment of the Suppliers invoices and must be paid within 30 days of the end of the month of the date stated on the Supplier’s invoice unless otherwise agreed between the parties in writing, and in no circumstances, shall the Customer be entitled to make any set-off, counterclaim, deduction or otherwise withhold monies due (other than any deduction or withholding of tax as required by law).
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier’s remedies: –
1. the Customer shall pay interest on any overdue sum at a daily rate of 10% OR 5% above the Lloyds bank interest rate whichever is the greater until final payment;
2. the Supplier is entitled to claim such interest at the rate calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with additional costs to reflect the reasonable administrative and legal costs incurred in recovering the outstanding monies. This does not affect any other rights of the Supplier under the Contract;
3. the Supplier will be entitled to suspend performance of any Service and will give 7 days’ notice in writing to the Customer before suspending such Services. If full payment of the outstanding amount is received by the Supplier before expiry of the notice period, the suspension notice will be cancelled;
4. in the event the Customer has an approved credit account the Supplier may suspend it OR withdraw it OR reduce the Customer credit limit or bring forward the due date for payment. Such action will be taken without notice.
No express terms in the contract regarding lack of signature, date of submission of our invoices or return of any documents will prevent payment of any sums otherwise due.

4. Customer’s Obligations

The Customer shall:
1. ensure that the details of any Order and any other information it provides, to include any Specification(s), drawings or designs are complete and accurate. The Supplier reserves the right to adjust its costs should it later be advised of information not previously provided by the Customer that will affect the costs of the Services provided;
2. co-operate with the Supplier in all matters relating to the provision of Service;
3. provide the Supplier, its employees, agents, consultants and subcontractors, with unencumbered access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
4. provide the Supplier with such information, works and materials as the Supplier may reasonably require to enable them to provide the Services, and undertake that such information is complete and accurate in all material respects;
5. obtain and maintain all necessary licences, permits, permissions and consents which may be required for the Services before the date on which the Services are to start;
6. enable the Supplier to comply with all applicable laws, including health and safety laws;
7. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, and maintain the Supplier’s Materials, tools and equipment in good condition until returned to the Supplier, and not dispose of or use the same other than in accordance with the Supplier’s written instructions or authorisation;
8. comply with any additional obligations as advised by the Suppliers.
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer OR failure by the Customer to perform any relevant obligation OR follow any instructions provided by the Supplier/manufacturer in the use of any Service (Customer Default) then:
1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of all Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses, consequential or otherwise, sustained or incurred by the Customer arising directly or indirectly whether foreseen or unforeseen from the Supplier’s failure or delay to perform any of its obligations;
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.
The customer is responsible for ensuring that their own operatives receive the correct training, at any given time, for the operation of any system OR Goods installed or provided by the Supplier in so far as it applies to them.
Where any of the Supplier’s employees are admitted to the Customer’s premises pursuant to the Contract, the Customer undertakes that it will take such measures as are necessary to ensure that, as far as reasonably practicable, its premises and any plant, equipment, articles or substances in such premises are safe and without risk to the health of the Supplier’s employees. The Customer shall indemnify the Supplier against all loss, claim and demands suffered by the Supplier as a result of any breach of this condition by the Customer.
The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

5. Suppliers Obligations

The Supplier shall exercise reasonable skill and care in the performance of any services supplied.
All Services to be undertaken by the Supplier shall be carried out by competent and suitably qualified personnel of the Supplier to the reasonable satisfaction of the Client.
Whenever relevant, Goods shall conform to relevant manufacturers’ and equipment suppliers’ specifications.
The Customer may require the Supplier to provide additional training for its personnel in which case the Supplier will be entitled to impose additional charges.

6. Variation to Deliverables

Any initial quotation is based on information, drawings and specifications supplied by the Customer. Variations to any quotation may occur at the Customer’s request or as a result of the Suppliers site survey. The Supplier reserves the right to issue an amended quotation which may lead to a variation in the costs originally quoted even if received after the contract has commenced or has been acknowledged. In such circumstances the Supplier will not commence work until the variation has been agreed with the customer.
The Supplier reserves the right to substitute any Goods not forming part of any specifications of the quoted Deliverables agreed in writing by the Supplier and the Customer agrees to accept the same.

7. Risk Delivery and Title

The Risk in any Goods delivered to site shall pass to the Customer on completion of delivery.
Title to any Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) where payment has become due. Payment shall include all interest and additional costs due under these terms and conditions.
Until Title to Goods has passed to the Customer, the Customer shall:
1. store them separately so that they remain readily identifiable as the Supplier’s property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to them;
3. maintain them in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
4. give the Supplier such information relating to them as the Supplier may require from time to time.
If before Title to any Goods passes to the Customer the Customer becomes insolvent, has an administrative receiver appointed for its business or it is compulsorily or voluntarily wound up:
1. the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
2. the Supplier may at any time:
  1. require the Customer, Insolvency Practitioner or Administrator to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
  2. if they fail to do so promptly, the Customer, Insolvency Practitioner or Administrator will permit the Supplier their servant or agent to enter any premises of the Customer or of any third party where the Goods are stored and take possession of them.
Any dates provided by the Supplier for the delivery of Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Supplier they have paid no regard to any quoted delivery dates of Goods and Services ordered.
If the Customer fails to take delivery of any Goods or Services or any part of them on the due date and fails to provide any instruction or documents required to enable the Services to be delivered on the due date the Supplier may, after giving written notice to the Customer, store or arrange for the storage of any Goods and, the Customer accepts that on the service of a Notice:
1. Risk in such Goods shall pass to the Customer, and they will be responsible for insuring the same against all risks;
2. delivery of Services shall be deemed to have taken place; and
3. the Customer shall pay to the Supplier all costs and expenses including the costs of this Contract and additional charges by way of storage and insurance charges arising therefrom.
The Supplier shall not be liable for any costs, penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause or at all, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

8. Warranty

All Deliverables have a two (2) year warranty from the date of manufacture, subject to the limitations in clause 10.
The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
All systems will be commissioned in accordance with manufacturer’s instructions and by engineers with recognised training as approved by the manufacturer.
As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables, provided that the Customer:
1. serves a written notice on Supplier not later than five Business Days from delivery or performance detailing the defects which are discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
2. such notice must contain sufficient detail to allow the Supplier to identify the problems experienced with the Deliverables and the nature and extent of the defects; and
3. gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables to include enabling the Supplier to investigate the problems complained of whether on site via a third party or through remote access.
All warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

9. Limitation of liability

Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; and
3. as expressly stated in these conditions.
Subject to clause 10.1 the Supplier excludes all liability for loss, damage or expense to include loss of profit, consequential losses or otherwise caused to the Customer its property, goods, persons or the like, directly or indirectly resulting from breach of contract, its negligence (or any other claim in tort), breach of statutory duty or delay or failure or malfunction of the systems or components provided by the Supplier, or for whatever reason.
Under no circumstances shall the Supplier have any liability of whatever kind for;
1. any defects resulting from wear and tear, accident, Customer Default or the improper use of the system by the customer their servants or agents, to include their failure to carry out correctly any instructions in respect to the installation, operation, storage maintenance or otherwise of the system;
2. for any damage or failure to any system maintained by the Supplier, if such damage or failure is through third party intervention whether deliberately, innocently or negligently;
3. any variations in the quantities or dimensions of any Services or changes to the specifications or substitution of any Goods. If the variation or substitution does not materially affect the characteristics of the Services, and the substituted Goods are of a quality equal or superior to those originally specified.
4. the modification of the Deliverables by the customer their servant or agent without the Supplier’s prior written consent or having received such consent, are not carried out in accordance with the Supplier’s instructions
5. where the problem is caused by software failure beyond the Suppliers control and/or is not reasonably foreseeable or in the parties contemplation.
6. where the Customer uses any of the Goods after notifying the Supplier of any problem.
If the Customer establishes that any Goods have not been delivered, are damaged, defective, of incorrect quantity the Supplier reserves the right to replace OR repair with similar Goods which are missing, lost or damaged OR may allow the Customer credit for their invoice.
The Supplier will not be liable to the Customer for any defect arising in relation to any design or specification by the Supplier if any adjustments, alterations or other work has been carried out by any person except as authorised by the Supplier

10. Indemnity and insurance

The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom [or such other country by agreement in writing with the Supplier] to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
Under no circumstances shall the Supplier have any liability of whatever kind for;
1. any defects resulting from wear and tear, accident, Customer Default or the improper use of the system by the customer their servants or agents, to include their failure to carry out correctly any instructions in respect to the installation, operation, storage maintenance or otherwise of the system;
2. for any damage or failure to any system maintained by the Supplier, if such damage or failure is through third party intervention whether deliberately, innocently or negligently;
3. any variations in the quantities or dimensions of any Services or changes to the specifications or substitution of any Goods. If the variation or substitution does not materially affect the characteristics of the Services, and the substituted Goods are of a quality equal or superior to those originally specified.
4. the modification of the Deliverables by the customer their servant or agent without the Supplier’s prior written consent or having received such consent, are not carried out in accordance with the Supplier’s instructions
5. where the problem is caused by software failure beyond the Suppliers control and/or is not reasonably foreseeable or in the parties contemplation.
6. where the Customer uses any of the Goods after notifying the Supplier of any problem.

11. Intellectual property

The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
1. does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
2. makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
3. does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
4. does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
5. does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;
6. uses the Deliverables in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.
If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
1. procure for the Customer the right to continue receiving the benefit of the relevant Deliverables; or
2. modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.
The Supplier’s obligations under clause 12.1 shall not apply to Deliverables modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

12. Confidentiality

The Customer shall not at any time whether before or after the termination of these Terms and Conditions or the Contract divulge or use any unpublished technical information deriving from the Supplier or any other confidential information in relation to the Supplier’s affairs or business or method of carrying on business.
The provisions of this clause shall not apply to a) any information which was in the public domain at the date of the Contract; or which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; b) any information which is independently developed by the Customer without using information supplied by the Supplier [or by any Affiliate of the Supplier]; or c) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority or with the written agreement of the Supplier.

13. Termination

The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
1. the Customer commits a material breach of the Contract and such breach is not remediable;
2. the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
4. any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
5. or otherwise defaults in any of its obligations under this contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsory or voluntarily wound up or the Supplier bona fide believes that any of those events may occur or is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

14. Non solicitation

In order to protect the Suppliers business to which the Customer will have access upon termination of this agreement howsoever arising and for a period of 5 years post termination ‘Restricted Period’, the Customer shall not whether by itself, or with or through any third party and whether for its own account or for a third party directly or indirectly either; solicit, approach canvass or engage away from the Supplier, any employee of the Supplier who in the previous 24 months had been engaged by the Supplier with a view to using the specific knowledge or skills of such employee for the benefit of the ‘Customer.
The Customer accepts and shall be deemed to be on notice that the Supplier shall be entitled to recover such losses or other expenses whether direct or indirect from the Customer to the extent that they are attributable to the Customers breach of this clause and agrees to pay the same in full or allow the deduction of such damages, liquidated damages without set off, deduction or counterclaim.
Except for that which is expressly agreed between the parties to be included in the Goods or Services, all tools patterns, materials, drawings, specifications and other data provided by the Supplier shall remain its property and all technical information, patentable, copyright and registered designs arising from the executions of any orders shall be the property of the Supplier

15. General

The Supplier shall have a lien on Customer property in the Supplier’s possession for all monies due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing to the Customer. After accounting to the Customer for any balance remaining after payment of any amounts due to the Supplier and the costs of sale or disposal the Supplier shall be discharged of any liability in respect of the Customers property.
If the Goods OR Services are prepared in accordance with any design or specification provided by the Customer, the Customer shall compensate the Supplier in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
Except for that which is expressly agreed between the parties to be included in the Goods or Services, all tools patterns, materials, drawings, specifications and other data provided by the Supplier shall remain its property and all technical information, patentable, copyright and registered designs arising from the executions of any orders shall be the property of the Supplier

16. Data Protection

Both parties will ensure that all employees, servants and agents, whilst performing their obligations under this Contract, will comply in all respects with current Data Protection Legislation to include GDPR. Both parties shall ensure that their employees, servants and agents shall not do or permit anything to be done which might jeopardise or contravene the Employer’s or the Contractor’s compliance with the Data Protection Legislation

17. Force Majeure

The Supplier shall not be liable for any delay, or other failure to perform any part of the Contract, as a result of any factor outside of the Suppliers control, preventing or delaying it from performing its obligations under the Contract including an act of God, pandemic, epidemic, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest government legislation or guidelines, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay.

18. Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

19. Entire agreement

The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
Nothing in these Conditions purports to limit or exclude any liability for fraud.

20. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

21. Severance

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

22. Waiver

No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

23. Dispute resolution

Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 24.
The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
1. Within 20 Business Days of service of the notice, a nominated manager of each of the parties shall meet to discuss the dispute and attempt to resolve it.
2. If the dispute has not been resolved within 20 Business Days of the first meeting, then the matter shall be referred to the Managing Director (or persons of equivalent seniority) of each of the parties who will discuss the dispute and attempt to resolve it.
Either party may issue formal legal proceedings at any time whether or not the steps referred to in clause 24.3 have been completed.

24. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

25. Jurisdiction

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

Supply of Goods and Services Terms and Conditions