Privacy Policy

For Customers and Suppliers.

Terms and Conditions – Updated on 26/04/2022

 

We draw your attention to the following standard conditions some of which contain provisions defining and limiting our liability in respect of any potential default. The Buyer’s attention is particularly drawn to the provisions of clause 8 (Warranties and liability). It is important that the buyer reads and understands these limitations of liability as contained in these terms and conditions.

Are you a business customer or a consumer? In some areas you will have different rights under these terms and conditions depending on whether you are a business or consumer. You are a consumer if:

  1. a) You are an individual, and
  2. b) You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

If you are not a consumer, you are a business customer. Nothing in these terms and conditions affects your legal rights as a consumer.

If you are a business customer these terms, your order whether on the telephone (or otherwise remotely) and in respect of any products purchased from the Seller in store and our acceptance constitute the entire agreement between us in relation to your purchase.

 

The Buyer’s attention is drawn in particular to the provisions of clause 2.1 (as regards the Seller’s unilateral ability to make revisions to these Conditions from time to time) and clause 8.9 (as regards limitation of liability).

1. Interpretation

          1.1     In these Conditions:

          ‘BUYER’ means the person or firm who purchases the Goods from the Seller.

          ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document as amended from time to time in accordance with clause 2.1.

          ‘CONTRACT’ means the contract between the Seller and the Buyer for the purchase and sale of the Goods in accordance with these Conditions.

          ‘DEPOSIT’ means a part payment of the price of the Goods payable in advance by the Buyer to the Seller (if so demanded by the Seller).

          ‘DOCUMENTATION’ means fabrication literature, instruction sheets, guidance notes, all sales and marketing literature and any other document issued by the Seller to the Buyer.

          ‘GOODS’ means the goods (or any part of them).

          ‘FORCE MAJEURE EVENT’ means any circumstance not within a party’s reasonable control including, without limitation:

  1. a) Acts of God, flood, storm, drought, earthquake or other natural disaster;
  2. b) Epidemic or pandemic;
  3. c) 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;
  4. d) Nuclear, chemical or biological contamination or sonic boom;
  5. e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. f) Collapse of buildings, breakdown of plant or machinery, fire, explosion or accident; and
  7. g) any labour or trade dispute, difficulty or increased expense in obtaining workers, materials or transport, strikes, industrial action or lockouts;
  8. h) Non-performance by suppliers or subcontractors; and
  9. I) Interruption or failure of utility service.

‘ORDER’ means the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form or in the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be.

‘SELLER’ means Framexpress Ltd. whose registered office is at Unit A1, Haybrook Industrial Estate, Halesfield 9, Telford, Shropshire    TF7 4QW (registered in England under number 03576457).

‘SELLER’S WEBSITE’ means www.framexpress.co.uk

‘SPECIFICATION’ means any specification for the Goods, including any related plans and drawings that is agreed in writing by the Buyer and the Seller.

‘WRITING’ includes facsimile transmission, email and other electronic means of communication.

 

          1.2          Any reference in these Conditions to any provision of a legislation or a legislative provision shall be construed as a reference to that legislation or legislative provision as amended or re-enacted from time to time.

          1.3          The headings in these Conditions are for convenience only and shall not affect their interpretation.

          1.4          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2. Basis of the sale

          2.1          These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Seller may make revisions to these Conditions from time to time. If there are revisions, the Seller will publish them on the Seller’s Website and highlight, on the home page, that revisions have been made. The Buyer shall regularly check the Seller’s Website for details of any revisions having been published. Unless the Buyer sends a notice in writing of objection to the Seller within 21 days of any revision to these Conditions being published the revised Conditions shall be binding on the Buyer. The Seller’s Website will identify the date on which the revisions will become effective and (unless the Buyer has provided a notice of objection as detailed above) such revisions shall apply to all Orders which are issued on or after that date.

          2.2          The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification (including that stipulated in any Documentation) are complete and accurate. The Order shall only be deemed to be accepted when the Seller issues a written acknowledgement of the Order, having received the Deposit in cleared funds for the Goods which are the subject of the Order (unless credit terms have been agreed by the Seller and confirmed in writing to the Buyer) at which point the Contract shall come into existence provided always that if the Buyer is a consumer the Order shall be deemed to be accepted when the Goods are delivered (the Seller having received full payment in cleared funds). A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue (provided that the Seller has not previously withdrawn it). Any quotation given by the Seller will only be binding if given in writing on the Seller’s notepaper (by a duly authorised representative of the Seller) and the quotation has not expired.

          2.3          Except as set out in these Conditions, no variation to these Conditions shall be binding unless agreed in Writing and signed by the parties (or their authorised representatives).

          2.4          The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not (and will not) rely on any such representations which are not so confirmed.

          2.5          Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

          2.6          Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Any typographical, clerical or other error or omission in any, Documentation, sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

          2.7          Unless otherwise specified, die, jig and tooling costs and charges shall be borne by the Buyer and dies, jigs and tools shall remain the property of the Seller.

3. Goods and Specification

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

          3.2          The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Specification. This clause 3.2 shall survive termination of the Contract. 3.3     The Buyer shall be solely responsible for complying with any legislation or legislative provision which may be in force from time to time in respect of the proposed use of the Goods including but not limited to obtaining planning consents and building regulation approval.

          3.3          If the Seller manufactures the Goods, then the Buyer shall be solely responsible for ensuring that the Goods (including any parts, materials or equipment comprised in the Goods) are suitable for the proposed use of the Goods including the climatic and environmental conditions to which the Goods shall be subject. The Buyer agrees to indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with any claim made by a third party arising out of the Seller’s use of any Specification submitted by the Buyer in the manufacture of the Goods.

          3.4          The quantity, quality and description of and any Specification for the Goods shall be those set out in the Seller’s acknowledgement of Order.

          3.5          If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a Specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of any Specification submitted by the Buyer.

          3.6          The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Seller shall notify the Customer in any such event.

          3.7          No Order which has been accepted by the Seller may be cancelled by the Buyer who is dealing with the Seller in the course of its business except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profits), costs (including the cost of all labour and materials used until the date of cancellation), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the goods

          4.1          The price of the Goods shall be the price set out in the Order or the Seller’s written quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list current at the date of acceptance of the Order shall apply.

          4.2          The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

          4.3          Except as otherwise stated in the Order or under the terms of any quotation or in any price list of the Seller, unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises and during the Seller’s normal delivery schedule, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

          4.4          The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

          4.5          Payment of any Deposit shall be due (in cleared funds) on the date stipulated by the Seller. Time shall be of the essence in respect of the payment of any Deposit so demanded by the Seller.

5. Terms of payment

          5.1          Subject to any special terms agreed in Writing between the Buyer and the Seller, the price of the Goods shall become due for payment (less any Deposit received by the Seller) on collection or prior to delivery. In the absence of any such special terms the Buyer shall pay each invoice submitted by the Seller (a) within 30 days from month end of the date of the Seller’s invoice or in accordance with any credit terms agreed by the Seller and confirmed in writing to the Customer; and

          (b)In sterling (unless otherwise agreed) in full and in cleared funds to a bank account nominated in writing by the Supplier.

          5.2          The time of payment of the price for the Goods shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

          5.3          Any credit account facility given to the Buyer may be withdrawn by the Seller at any time without notice, and upon such withdrawal all payments due to the Seller whatsoever shall become immediately due and payable.

          5.4          The Buyer shall not be entitled to delay payment for the Goods by reason of:

          5.4.1       Any alleged breach of the Goods under the Contract and

          5.4.2       Any alleged breach by the Seller of any other contract between the Seller and the Buyer.

          5.5          If the Buyer fails to make any payment on the due date (including but not limited to any Deposit) then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

          5.5.1       Cancel the Contract or suspend any deliveries (or further deliveries) to the Buyer;

          5.5.2       Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

          5.5.3       Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and

          5.5.4       Charge the Buyer a reasonable charge not exceeding £25.00 for each letter or communication sent to the Buyer demanding payment.

6. Delivery

          6.1          Delivery of the Goods shall be made by the Customer collecting the Goods at the Seller’s premises at Unit A1 Haybrook Industrial Estate, Halesfield 9, Telford TF7 4QW (Seller’s Premises) within three days after the Seller has notified the Buyer in writing that the Goods are ready or, if some other place for delivery is agreed by the Seller, the provisions of clause 6.2 shall apply in which case the Goods are at the Buyer’s risk from the time they are loaded on to the vehicle for despatch to the Buyer whether that vehicle is the Seller’s, the Buyer’s or that of a chosen carrier and the Seller will insure the Goods accordingly but at the cost of the Buyer. If the Buyer is a consumer, delivery shall take place immediately following payment received in clear funds pursuant to the provisions of clause 2.2.

          6.2          The Goods shall (if some other place for delivery is agreed by the Seller) be treated as having been delivered to the Buyer as soon as the relevant vehicle transporting the Goods arrives at their chosen destination whereupon, for the avoidance of doubt, the unloading thereof, shall be the responsibility of the Customer.

          6.3          Any dates quoted for delivery of the Goods are approximate only (and the time of delivery is not of the essence) and the Seller shall not be liable for any loss whatsoever suffered by the Buyer as a result of any delay. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

          6.4          Where the Goods are to be delivered in instalments (which shall be invoiced and paid for separately), each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated nor entitle the Customer to cancel any other instalment.

          6.4.1       If the Seller fails to deliver the Goods (or any instalment), the Seller’s liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller (if applicable) with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

          6.5          If the Buyer fails to (i) take delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready for collection at the Seller’s Premises; or (ii) (to the extent not already given) give instructions for delivery, within three days after the Seller has notified the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract in respect of the Goods:

          6.5.1       Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Buyer that the Goods were ready;

          6.5.2       The Seller shall make such arrangements as it thinks fit for the storage of the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance) but shall not owe the Buyer any duty of care in making those arrangements and shall not be liable to the Buyer for any loss, damage to or deterioration of the Goods caused by the storage;

          6.5.3       The Buyer will bear the risk of any loss of or damage to the Goods;

          6.5.4       When making arrangements as it thinks fit for the storage of the Goods until they are collected the Seller shall not owe the Buyer any duty of care in making those arrangements and shall not be liable to the Buyer for any loss, damage to or deterioration of the Goods caused by the storage;

          6.5.5       The Buyer will upon demand reimburse the Seller all costs and charges incurred by the Seller in connection with the storage of the Goods pursuant to the provisions of clause 6.5.2;

          6.5.6       The Seller may treat the Contract as repudiated by the Buyer’s breach and the Seller may (i) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods; or scrap the Goods if in the Seller’s opinion a purchaser of the Goods is unlikely to be found;

          6.5.7       The Buyer will in any case be liable and compensate the Seller for any losses, costs and expenses incurred by the Seller as a result of the Buyer’s breach, repudiation or termination of the Contract.

7. Risk and property

          7.1          Risk of damage to or loss of the Goods shall pass to the Buyer:

          7.1.1       In the case of Goods to be delivered at the Seller’s Premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

          7.1.2       In the case of Goods to be delivered             otherwise than at the Seller’s Premises, the Goods are at the Buyer’s risk from the time they are loaded on to the vehicle for despatch to the Buyer whether that vehicle is the Seller’s, the Buyer’s or that of a chosen carrier and the Seller shall insure them against damage or loss accordingly but at the cost of the Buyer.

          7.2          Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

          7.3          Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured against all risks for their full price on the Seller’s behalf from the date of delivery and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.

          7.4          Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have                    not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and re-possess the Goods.

          7.5          The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and liability

          8.1          Subject to the conditions set out below the Seller warrants that the Goods will correspond with their Specification at the time of delivery and will be free from defects in material and workmanship for a period of 5 years from the date of delivery.

          8.2          The warranty in clause 8.1 is given by the Seller subject to the following conditions:

          8.2.1       The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification, or inaccurate or inadequate information supplied by the Buyer;

          8.2.2       the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions and guidance as set out in the documentation, misuse or alteration or repair of the Goods without the Seller’s approval;

          8.2.3       The Seller shall be under no liability whatsoever for minor imperfections arising during the glass manufacturing process in respect of glazing materials;

          8.2.4        The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

          8.2.5       The warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller;

          8.2.6       The warranty is not assignable or transferable to any third party;

          8.2.7       The above warranty does not extend to any defects or damage arising out of incorrect or substandard installation of the Goods;

          8.3          Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

          8.5          Any claim by the Buyer which is based on any defect in the quality or condition of the Goods (including the glazing materials or claims for shortages of any parts comprised in the Goods) or their failure to correspond with Specification shall

(whether or not delivery is refused by the Buyer) be notified to the Seller in Writing within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure

          8.6          If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

          8.7          Any of the Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer intact and at its risk for a period of 28 days from notification of the claim within which time the Seller or its authorised agent will have the right to investigate the complaint and inspect the Goods.

          8.8          Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods                  or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

          8.9          Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

          8.10        Any test or inspection in addition to that required in the Buyer’s specification shall be conducted at the Seller’s works and the Buyer shall pay the Seller’s reasonable charges for the same.

          8.11        The Seller shall not be liable for any delay in performing any of its obligations under the Contract if such delay is caused by circumstances beyond the reasonable control of the Seller, who shall be entitled to a reasonable extension of the time for the performance of its obligations.

9. Intellectual Property Rights

          9.1          Any software supplied to the Buyer by the Seller or its agent is for guidance purposes only, and is not deemed to be definitive, and its use by the Buyer is subject to the conditions imposed by the Seller from time to time.

          9.2          The Buyer acknowledges that the intellectual property (which means all existing and future intellectual property rights attaching to the Documentation or related software including, without limitation, copyright, registered and unregistered trademark and design rights) belongs to the Seller, and shall not copy, make any further use of, or exploit such rights other than as permitted by the Contract.

10. Indemnity

If any claim is made against the Seller that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then if the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with such claims.

11. Installation

          11.1        Where the Seller at its absolute discretion agrees to carry out or to assist the Buyer in the installation of the Goods, then whilst the Seller will take all reasonable care in carrying out or assisting in the installation, it cannot accept liability for any damage or redecoration works arising as a result of the installation including any damage resulting from structural or other defects in the premises in which the Goods are installed. If any claim is made against the Seller in respect of the installation, then the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with such claims.

          11.2        The Buyer shall take all appropriate steps to ensure the safety of any employee of the Seller and the safekeeping of any materials or property of the Seller whilst the installation of the Goods is being carried out.

12. Insolvency of buyer

          12.1     This clause applies if:

          12.1.1  The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being                   a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

          12.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

          12.1.3     The Buyer ceases, or threatens to cease, to carry on business; or

          12.1.4     The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

          12.2        If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. Consumer Protection Act 1987 (CPA)

          13.1        When a Buyer incorporates the Goods with other goods, products or items not produced by the Seller (the Amalgamated Goods) then the Buyer shall:

          13.1.1     Indemnify the Seller against all loss, damages, costs and expenses incurred by the Seller in respect of any claim brought against the Seller under the CPA where the goods are found not to be defective, or were rendered defective by any act or omission of the Buyer

          13.1.2     Immediately upon demand provide the Seller with such information as it shall require with regard to any such claim including full details of the Amalgamated Goods supplied by the Seller to its customer which are the subject of the claim under the CPA.

          13.1.3     Provide its customers of the Amalgamated Goods with copies of any relevant warnings, instructions, and information supplied by the Seller to the Buyer under the Contract.

14. General

          14.1        Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office, or principal place of business, or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

          14.2        No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

          14.3        If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

          14.4        The Contract shall be governed by the law of England and Wales, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

          14.5        The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

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

          14.6        The terms of the Contract do not and will not affect the statutory rights of the Buyer acting as a consumer.

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