Terms & Conditions

 

ASTRA GAMES LIMITED – TERMS & CONDITIONS OF BUSINESS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these conditions.

Contract: the Customer's order and the Supplier's acceptance of it in accordance with condition 3.3.

Customer: the person, firm or company who purchases Equipment or Services from the Supplier.

Equipment: means but is not limited to, machines, kits, parts or any other items sold by the Supplier to the Customer.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation 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.

Services: any work undertaken by the Supplier on behalf of the Customer such work having been requested by the Customer. 

Software: any operating system installed on the Equipment.

Supplier: Astra Games Limited.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Condition headings do not affect the interpretation of these conditions.

1.3 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2. APPLICATION OF CONDITIONS

2.1 These conditions shall:

(a) apply to and be incorporated in the Contract; and

(b) prevail over any inconsistent terms or conditions contained in or referred to in the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.


3. BASIS OF SALE

3.1 Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer.

3.2 Each order or acceptance of a quotation for Equipment by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.  The Seller reserves the right to reject offers without stating a reason.

3.3 A binding contract shall not come into existence between the Supplier and the Customer unless and until the Supplier issues a written order acknowledgement to the Customer, or the Supplier delivers the Equipment to the Customer (whichever occurs earlier).

3.4 The Supplier may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.

3.5 No order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.

4. QUANTITY AND DESCRIPTION

4.1 The quantity and description of the Equipment shall be as set out in the Supplier's acknowledgement of order or (if there is no acknowledgment of order) quotation.

4.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on the Supplier’s website are issued or published for illustrative purposes only and they do not form part of the Contract.

4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4.4 The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer's specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Equipment, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.

4.5 The Supplier's employees, contractors and agents are not authorised to make any contractually binding representations concerning the Equipment. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of the Supplier. However, nothing in these conditions limits the Supplier's liability for fraudulent misrepresentation.

4.6 Any advice or recommendation given by the Supplier or its employees, contractors or agents to the Customer or its employees, contractors or agents about the storage, application or use of the Equipment which is not confirmed in writing by an authorised officer of the Supplier is followed or acted on entirely at the Customer's own risk.

5. PRICES

5.1 All prices shall be as stated in the Supplier's acknowledgement of order. All prices are given by the Supplier on an ex-works basis and are exclusive of delivery, packaging, packing, shipping, carriage, insurance, the cost of dismantling equipment, the cost of return and disposal of waste electrical and electronic equipment, VAT and other charges and duties.

5.2 The price for the Equipment is based on the rate prevailing at the date of the Supplier's acknowledgement of the order and the Supplier may increase the price to cover any increases due to market conditions (including, but not limited to, increases in foreign exchange rates relating to the Equipment, or in labour, the effect of collective agreements, materials, supply or transportation costs) which affect the Supplier at the date of delivery.

5.3 The price of the Equipment shall be the Supplier's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's price list current at the date of acceptance of the order. The Supplier's published export price list shall apply to exports of the Equipment as appropriate.

5.4 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Equipment as has not been delivered to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

6. PAYMENT

6.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment on or at any time after delivery of the Equipment, unless:

(a) the Equipment is to be collected by the Customer; or

(b) the Customer wrongfully fails to take delivery of the Equipment,

and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection.

6.2 The terms of payment shall be:

(a) in the case of Equipment delivered in the United Kingdom, within 30 days of the date of the Supplier's invoice (unless agreed otherwise in writing), whether or not delivery has taken place or title in the Equipment has passed to the Customer; and

(b) in the case of export sales, in accordance with condition 10.4

6.3 Time for payment of the price shall be of the essence of the Contract.

6.4 If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier may:

(a) terminate the Contract or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;

(b) appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);

(c) charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 8.5 % above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.  The Supplier shall also be entitled to claim for its reasonable legal and professional fees and expenses in pursuing any amounts outstanding from the Customer;

(d) suspend all further manufacture, delivery, installation or warranty service until payment has been made in full.

(e) make a storage charge for any undelivered Equipment at its current rates from time to time;

(f) stop any Equipment in transit; and

(g) a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.

6.5 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.

6.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6.7 The Customer may not, without the prior written consent of the Supplier set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier unless such liability, if disputed by the Supplier, is upheld in a court of law.

6.8 All invoices will be issued from the Supplier directly to the Customer, and the Supplier shall not accept any third party payments made on behalf of the Customer without prior written approval from the Supplier.  In the event the Customer wishes to execute any payments through a third party, the Customer shall declare, no less than fourteen (14) days in advance, in writing, the reason for a third party making such payment and the relationship between the Customer and such third party.  The Supplier reserves the right not to accept such third party payment and the Supplier shall have the right within a certain period of time, as determined in the Supplier's sole discretion, to investigate whether the Supplier will accept such third party payments or not.

7. DELIVERY OF EQUIPMENT AND ACCEPTANCE

7.1 Subject to condition 17, the Supplier shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in the Supplier's acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not liable for any delay in delivery, however caused.

7.2 The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.

7.3 Delivery shall be made during normal business hours (excluding bank or public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request.

7.4 The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver the Equipment. If the Supplier is prevented from carrying out delivery on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.

7.5 The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 11.

7.6 The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier's stipulations. Any remedy under this condition 7.6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier's satisfaction to have been lost or damaged in transit.

7.7 The Customer shall notify the Supplier prior to the Supplier issuing a written acknowledgement of an Order (in accordance with Condition 3.3) to the Customer of all and any permits, licences or other legal requirements which may be required for the Supplier to effect delivery.  The Customer shall be responsible for obtaining and paying for any such permits, licences or other legal requirements in advance of the Seller effecting delivery, and shall send such permits, licences or other legal documentation to the Supplier prior to delivery.

7.8 The Customer shall provide the Supplier (prior to the Supplier issuing a written acknowledgement of an Order (in accordance with Condition 3.3) to the Customer) with evidence of its compliance with all import and gaming regulations which shall apply within the Customer's territory in relation to the importing of the Equipment to the Customer's territory and the use by the Customer of the Equipment within the Territory.  The Customer shall be responsible for, and without delay submit all necessary applications in connections with the importing and use of the Equipment.

7.9 The Seller shall have the right to re-charge any VAT to the Customer in the event that it does not receive all requisite export documentation within 3 months of the date of acknowledgement of the order in accordance with Condition 3.3.

8. RISK AND PROPERTY

8.1 The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Supplier's acknowledgement of order. The Supplier shall off-load the Equipment at the Customer's risk.

8.2 Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:

(a) the Equipment; and

(b) all other sums which are or which become due to the Supplier from the Customer on any account.

8.3 Until ownership of the Equipment has passed to the Customer under condition 8.2, the Customer shall:

(a) hold the Equipment on a fiduciary basis as the Supplier's bailee;

(b) store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as the Supplier's property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and

(d) keep the Equipment insured on the Supplier's behalf for its full price against all risks to the reasonable satisfaction of the Supplier, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

8.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 16 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.

8.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.

8.6 On termination of the Contract for any reason, the Supplier's (but not the Customer's) rights in this condition 8 shall remain in effect.

8.7 The Supplier may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

9. SOFTWARE LICENCE

9.1 If the Supplier refers to a software licence in the acknowledgment of order, the price of the Equipment includes the licence fee for the Customer's right to use the Software.

9.2 If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:

(a) the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier's prior written consent;

(b) the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides; and

(c) such licence shall be terminable by either party 28 days' written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract.

 

10. EXPORT TERMS

10.1 Where the Equipment is supplied for export from the United Kingdom, the provisions of this condition 10 shall (subject to any contrary terms agreed in writing between the Customer and the Supplier) override any other provision of these conditions.

10.2 The Customer shall be responsible for complying with any legislation governing:

(a) the importation of the Equipment into the country of destination; and

(b) the export and re-export of the Equipment,

and shall be responsible for the payment of any duties on it.

10.3 Except as agreed in writing all prices by the Supplier shall be on an ex-works basis, and where the Supplier agrees to deliver products, the Customer shall be liable to pay the Supplier’s charges for transport, packaging and insurances.  For the avoidance of doubt, where the Equipment is supplied for export from the United Kingdom:-

(a) risk in the Equipment shall pass to the Customer upon collection of the Equipment; or

(b) where the Supplier has agreed to arrange carriage, transport, packaging and insurance on behalf of the Customer, risk in the Equipment shall pass to the Customer once the Equipment is with the carrier.

10.4 Payment of all amounts due to the Supplier shall be made by irrevocable letter of credit opened by the Customer in favour of the Supplier and confirmed by a bank in England acceptable to the Supplier or, if the Supplier has agreed in writing on or before acceptance of the Customer's order to waive this requirement, by acceptance by the Customer and delivery to the Supplier of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Supplier at such branch of National Westminster Bank plc in England as may be specified in the bill of exchange.

10.5 The Customer shall pay the price for the Equipment in pounds sterling (unless agreed by the Supplier otherwise).

11. WARRANTY

11.1 The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 11), at its option, to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within 365 days of delivery.

11.2 The Supplier shall not be liable for a breach of the warranty contained in condition 11.1 unless:

(a) the Customer gives written notice of the defect to the Supplier within 14 days of the time when the Customer discovers or ought to have discovered the defect; and

(b) the Equipment is returned pre-paid to the Supplier’s premises for inspection by the Supplier;

11.3 The Supplier shall not be liable for a breach of the warranty in condition 11.1 if:

(a) the Customer makes any use of Equipment in respect of which it has given written notice under condition 11.2(a); or

(b) 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 Equipment or (if there are none) good trade practice; or

(c) the Equipment has become defective due to accident, misuse, neglect, alteration, improper repair, installation or engineer error by or on behalf of the Customer; or

(d) the Customer alters the relevant Equipment without the written consent of the Supplier; or

(e) equipment other than that approved by the Supplier has been used in conjunction with the Equipment; or

(f) all serial numbers on all individual warranted items of Equipment do not remain in tact on that Equipment.

11.4 Any repaired or replacement Equipment shall be under warranty for the unexpired portion of the 365 day period.

11.5 The Supplier shall not be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.

12. REMEDIES

12.1 The Supplier shall not be liable for any non-delivery of Equipment (even if caused by the Supplier's negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within seven days after the scheduled delivery date.

12.2 Any liability of the Supplier for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.

12.3 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 17), the Customer shall be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.

12.4 In the event of any claim by the Customer under the warranty given in condition 11.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier's premises (or those of its agent or sub-contractor) at the cost of the Supplier. If the Customer's claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 11, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.


13. LIMITATION OF LIABILITY

13.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of the Contract; and

(b) any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.

13.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

13.3 Nothing in these conditions excludes or limits the liability of the Supplier for:

(a) death or personal injury caused by the Supplier's negligence; or

(b) fraud or fraudulent misrepresentation.

13.4 Subject to condition 13.2 and condition 13.3:

(a) the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss or corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

(b) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under condition 5.

(c) the Customer shall be responsible for obtaining any licence or consent of any government, regulatory body or other authority required for the acquisition, operation or use of the Equipment by the Customer and the Customer shall obtain all such licences and consents at its own expense and, if so required, produce evidence of the same at the Supplier’s request and, for the avoidance of doubt, the Supplier shall not be responsible for any losses sustained by the Customer by reason of its failure to obtain such licences and consents.


14. INTELLECTUAL PROPERTY RIGHTS

14.1 If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

14.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.

14.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.

14.4 The Supplier's Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

14.5 The Customer shall protect and safeguard all of the Seller's Intellectual Property Rights and all Intellectual Property Rights licensed to the Customer which are incorporated within or used in conjunction with the Equipment, and the Customer shall indemnify the Seller for any and all damages or costs suffered by the Seller as a result of any infringement of the Seller's Intellectual Property Rights by the Customer.  If the Customer becomes aware of any infringement of the Seller's Intellectual Property Rights by a third party, or any infringement of Intellectual Property Rights licensed to the Seller, the Customer shall notify the Seller immediately in writing, and upon the Seller's request, join with the Seller in any action which the Seller may decide to commence.

14.6 In relation to the Software:

(a) the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;

(b) nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and

(c) the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence agreements, terms of use and registration requirements relating to them.

15. CONFIDENTIALITY AND SUPPLIER'S PROPERTY

15.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

15.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

15.3 This condition 15 shall survive termination of the Contract, however arising.

16. TERMINATION

16.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:

(a) the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control; or

(b) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver is appointed of any of the Customer's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or

(e) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

(f) the Customer ceases, or threatens to cease, to trade; or

(g) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

(h) the Customer fails to provide the Seller with any of the permits, licences, authorities or other legal documentation required in accordance with Condition 7.7 or 7.8.

16.2 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

17. FORCE MAJEURE

The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).

18. WAIVER

18.1 A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

18.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

19 SEVERANCE

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20. STATUS OF PRE-CONTRACTUAL STATEMENTS

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.  These terms and conditions shall supersede and take precedence over any other terms and conditions issued to the Seller by the Customer, and any such terms and conditions shall not be legally binding upon the Seller, unless otherwise agreed in writing by the Seller.

21. ASSIGNMENT

21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

21.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

22. THIRD PARTY RIGHTS

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.


23. NOTICES

Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

24. DISPUTES GOVERNING LAW AND JURISDICTION

24.1 If a dispute arises out of or in connection with these terms and conditions, their performance, validity or enforceability ("Dispute") then, except as expressly provided in these terms and conditions, the parties shall follow the dispute resolution procedure set out below:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documentation. On service of the Dispute Notice the Finance Director of the Supplier and Finance Director (or person holding the equivalent role to Finance Director) of the Customer shall attempt in good faith to resolve the Dispute;

(b) if they are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Managing Director of the Supplier and the Managing Director (or person holding the equivalent role to Managing Director) of the Customer who shall attempt in good faith to resolve it; and

(c) if they are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing ("ADR notice") to the other party requesting a mediation.  A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice. The place of mediation shall be Cardiff, or other location agreed between the parties.

24.2 The commencement of a mediation shall not prevent the parties commencing or continuing court proceedings.

24.3 The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales.

24.4 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.