In these Conditions: ‘BUYER'” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. ‘GOODS’ means the goods (including any Instalment of the goods or any parts tor them) which the seller is to supply in accordance with these conditions. ‘SELLER’ means GEORGE MARSHALL (POWER TOOLS) LTD of Unit 3, Aizlewoods Mill, Nursery Street, Sheffield S3 8GG (registered In England and Wales under number 1019232). ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. ‘CONTRACT’ means the contract tor the purchase and sale of the Goods. ‘WRITING’ Includes telex, cable, facsimile transmission and comparable means of communication.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The Headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF THE SALE
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the seller which is accepted by the Buyer, or any written order for the Buyer which Is accepted by the seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by theBuyer.
No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
The sellers employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the SeIIer in writing. In entering into the contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
Any advise 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 Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
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 seller shall be subject to correction without any libiality on the part of the Seller.
ORDERS AND SPECIFICATIONS
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
The quantity, quality and description of and any specification torthe Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyers order (if accepted by the Seller).
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, damage 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, trademark or other industrial or intellectual property rights of any other person which results from the sellers use of the Buyers specification.
The Seller reserves the right to make any changes In the specification of the Goods which are required to conform with any applicable safety or other statutory requirement or, where the Goods are to be supplied to the sellers specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller 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 seller as a result of cancellation.
PRICE OF THE GOODS
The price of the Goods shall be the Seller’s 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 shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
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, aIteration of duties, significant Increase In the costs of labour. material 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 instruction.
Except as otherwise stated under the terms of any quotation or in the price list of 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, the Buyer shall be liable to pay the Seller’s charges tor transport, packaging and insurance.
The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the seller.
The costs of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the seller before the due payment date.
TERMS OF PAYMENT
Subject to any special terms agreed ii writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
The Buyer shall pay the price of the Goods (less any discount of which the Buyer is entitled, but without any other deduction) within one calendar month of the date of the Seller’s invoice, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time for payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
If the Buyer fails to make payment on the due date then, without prejudice of any other right or remedy available to the Seller, the Seller shall be entitled to:
cancel the contract or suspend any further deliveries to the Buyer.
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 (not withstanding any purported appropriation by the Buyer); and
charge the Buyer interest (both before and after any judgement on the amount unpaid, at the rate of 4% per cent per annum above National Westminster Bank plc 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).
DELIVERY
Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivering is agreed by the Seller, by the Seller delivering the Goods to that place.
Any dates quoted for Delivery of the Goods are approximate only and the seller shall not be liable tor any delay in delivery of the Goods howsoever caused. Time tor delivery shall not be of the essence unless previously agreed by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
Where the Goods are to be delivered in instalments, 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.
If the Seller falls to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyers fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
RISK AND PROPERTY
Risk of damage to or loss of the Goods shall pass to the Buyer:
In the case of the 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
In the case of the Goods to be delivered otherwise than at the Seller’s premisers, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
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.
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 property stored, protected, insured and identified as the Seller’s property. Until that time, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whethertangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangIble proceeds, properly stored, protected and insured.
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 falls to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge byway 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.
WARRANTIES AND LIABILITY
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 six months from the date of delivery.
The above warranty is given by the Seller subject to the following conditions:
the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification by the Buyer;
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 Sellers instructions (whether or not in writing) misuse or alteration or repair of the Goods without the Sellers approval;
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;
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.
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statement) Order 1976), the the statuatory rights of the Buyer are not affected by these Conditions.
Any claim by the Buyer which Is based on any defect In the Quallty or condition of the Goods or their failure to correspond with specification shall (whether or not delivery Is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where, the defect or failure was not apparant on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the seller shall have no liablilty 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.
Where any valid claim in respect on 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 condition the seller shall be entitled to replace the Goods (or the part in the question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods.
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, or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims tor consequential compensation whatsoever (and 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, except as expressly provided In these Conditions.
The seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the forgoing, the following shall be regarding as causes beyond the sellers reasonable control;
Act of God, explosion, flood,tempest, fire or accident;
war or threat of war, sabotage, Insurrection,clvll disturbance or requisition;
acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
Import or export reoulatlons or embargoes;
strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
difficulties In obtaining raw materials, labour, fuel, parts or machinery;
power failure or breakdown in machinery.
INDEMNITY
If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trademark or other Industrial or Intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer In settlement of the claim, provided that:
the seller is given full control of any proceedings or negotiations in connection with any such claim;
the Buyer shall give the seller all reasonable assistance for the purposes or negotiations;
except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the seller (which shall not be unreasonably withheld);
the Buyer shall do nothing which would or might vitiate policy of Insurance or Insurance cover which the Buyer may have In relation to such Infringement, and this Indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the seller for, all damages and costs (uf any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall be unreasonably wlthheld) to be paid by any other party In respect of any such claim; and
without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses tor which the seller Is liable to indemnify the Buyer under this clause.
INSOLVENCY OF BUYER
This clause applies If:
the Buyer makes any voluntary arrangement withIts creditors or becomes subject to an administration order or (being an Individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise, than tor the purposes of amalgamation or reconstruction); or
an encumbrancer takespossession, or areceiver is appointed, of any of the property or assets of the Buyer; or
the Buyer ceases or threatens to cease, to carry on business; or
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,
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 liablllty 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.
GENERAL
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.
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.
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 thereby.
The Contract shall be governed by the Laws of England and shall be deemed to be made at 18 Johnson Street, Sheffield.
CONDITIONS OF PURCHASE
INTERPRETATION
In these conditions: ‘BUYER’ means GEORGE MARSHALL (POWER TOOL) LTD (registered In England and Wales under number 1019232). ‘CONDITIONS’ means the standard terms and conditions of purchase set out In this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller. ‘CONTRACT means the contract for the sale and purchase of the Goods and the supply and acquisition of the services. ‘DELIVERY ADDRESS’ means the address stated on the order.‘GOODS’ means the goods (including any instalment of the goods or any part of them) described in the Order. ‘ORDER’ means the Buyers purchase order to which these conditions are annexed. ‘PRICE’ means the price of the Goods and/or the charge for the services.‘SELLER’ means the person so described in the Order. ‘SERVICES’ means the services (if any) described In the Order. ‘SPECIFICATION’ includes any plans, drawings, data or other information relating to the Goods or Services.‘WRITING’ includes telex, cable, facsimile transmission and comparable means of communication.
Any reference in these Conditions to a statute or a provision of a statute shall be constructed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
The headings in these conditions are for convenience only and shall not affect their interpretation.
BASIS OF PURCHASE
The order constitutes an offer by the Buyer to purchase the Goods and/or acquire the services subject to these conditions.
These conditions shall apply to theContract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.
The order will lapse unless unconditionally accepted by the Seller in Writing within seven days of its date.
No variation to the Order or these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
SPECIFICATIONS
The quantity, quality and description of the Goods and the services shall, subject as provided In these conditions, be as specified in the order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed In Writing by the Buyer.
Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the contract, together with the copyright, design rights or any other Intellectual property rights in the specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the contract.
The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the services.
The Seller shall not unreasonably refuse any request by the Buyer to Inspect and test the Goods during manufacture, processing or storage at the premises of the seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
The Goods shall be marked in accordance with the Buyers instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
PRICE OF THE GOODS AND SERVICE
The price of the Goods and the Services shall by as stated In the Order and, unless otherwise so stated, shall be:
exclusive of any applicable value added tax (which shall be payable to the Buyer subject to receipt of a VAT Invoice); and
Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, Imposts or levies other than value added tax.
No increase in the Price may be made (whether on account of Increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing.
The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller. whether or not shown on its own terms and conditions of the sale.
TERMS OF PAYMENT
The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods or performance of the services, as the case may be, and each Invoice shall quote the number of the order.
Unless otherwise stated in the order, the Buyer shall pay the Price of the Goods and the services within sixty days after receipt by the Buyer of a proper Invoice or, later, after acceptance of the Goods or services In question by the Buyer.
The Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.
DELIVERY
The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyers usual business hours.
Where the date of delivery of the Goods or of performance of the Services is to be specified after the placing of order, the Seller shall give the Buyer reasonable notice of the specified date.
The time of delivery of the Goods and of performance of the services is of the essence of the contract.
A packaging note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
If the Goods are to be delivered, or the services are to be performed, by instalments, the contract will be treated as a single contract and not severable.
TheBuyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until theBuyer has had a reasonable time to inspect them following delivery or, later, within a reasonable time after any latent defect in the Goods has become apparent.
The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the services.
The Buyer shall not be obliged to return to the Seller any packaging materials for the Goods, whether or not any Goods are accepted by the Buyer.
RISK AND PROPERTY
Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract
The property In the Goods shall pass to the Buyer upon delivery, unless payment for the Goods Is made prior to delivery, when It shall pass to the Buyer once payment has been made and the Goods have been appropriated to the contract.
WARRANTIES AND LIABILITY
The Seller warrants to the Buyer that the Goods:
will be of merchantable quality and flt for any purpose held out by the Seller or made known to the Seller In writing at the time the order Is placed;
will be free from defects in design,material and workmanship;
will correspond with any relevant Specification or sample;andwill comply with all statutory requirements and regulations relating to the sale of the Goods.
The Seller warrants to the Buyer that the services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as It Is reasonable for the Buyer to expect In all the circumstances.
Without prejudice to any other remedy, if Goods or services are not supplied or performed In accordance with the contract, then the Buyer shall be entitled:
to require the Seller to repair the Goods or to supply replacement Goods or Services In accordance with the contract within seven days; or
at the Buyers sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or services, to treat the contract as discharged by the Sellers breach and require the repayment of any part of the Price which has been paid.
The Seller shall indemnify the Buyer in full against all llabllltv,loss,damages, costs and expenses !Including legal expenses) awarded against or Incurred or paid by the Buyer as a result of or In connection with:
breach of any warranty given by the Seller In relation to the Goods or the services;
any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
any liability under the consumer Protection Act 1987 In respect of the goods;
any act or omission of the seller or Its employees, agents or sub-contractorsIn supplying, delivering and InstallIng the Goods; and
any act or omission of any Sellers personnel In connection with the performance of the services.
Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of the contract by reason of any delayIn performing, or any failure to perform, any of its obligations in relation to the Goods or services, if the delay or failure was beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident;
war or threat of war. sabotage,Insurrection, civil disturbanceor requisition;
acts, restrictions,regulations, bye-laws,prohibitions or parliamentary or local authority;
import or export regulations or embargoes;
strikes,lock-outs or other industrial actions or trade disputes (whether involving employees or either the seller or the Buyer or of a third party);
difficulties in obtaining raw materials, labour, fuel, parts or machinery;
power failure or breakdown In machinery.
TERMINATION
The Buyer shall be entitled to cancel the Order In respect of all or part only of the Goods and/or the services by giving notice to the Seller at any time prior to delivery or performance, in which event the Buyers sole liability shall be to pay to the Seller the Price for the Goods or services In respect of which the Buyer has exercised Its right of cancellation, less the Sellers net saving of cost arising from cancellation.
The Buyer shall be entitled to terminate the contract without liabllitv to the seller by giving notice to the Seller at any time if:
the seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
an encumbrancer takespossession, or a receiver is appointed, of any of the property or assets of the Seller; or
the Seller ceases, or threatens to cease, to carry on business; or
the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
GENERAL
The Order Is personal to the seller and the seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of Its obligations under the contract.
Any notice required or permitted to be given by either party to the other under these conditions shall beIn 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.
No waiver by the Buyer of any breach of the contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
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 thereby.
The contract shall be governed by the Laws of England and shall be deemed to have been made at 18 Johnson Street, Sheffield.
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