Terms and Conditions | Arrow Butler Castings

Professional Founders providing Air Set, Gravity Die, Green Sand and Machined Castings.

Operating from a purpose built foundry in Derbyshire, UK.

Contact Us

Arrow Butler Castings Ltd
Station Road
Chesterfield
Derbyshire
S41 9ES.

Tel: +44 (0)1246 450027

Email: castings@arrowbutlercastings.co.uk

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Arrow Butler Castings - Trading Terms and Conditions

Effective: 7th August 2023

1. Interpretation

    1.1 Definitions

   In these Conditions, the following definitions apply:

"Conditions" the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6.

“Contract" the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

"Customer" the person or firm who purchases the Goods from the Supplier.

"Delivery Location" has the meaning given in clause 3.1

"Force Majeure Event" has the meaning given in clause 11.

"Order" the Customer's order for the Goods, as set out in the Customer's purchase order or the Customer's written acceptance of the Supplier's quotation, as the case may be.

"Order Acknowledgement" has the meaning given in clause 2.3.

Specification" any specification for the Goods that is requested by the Customer and confirmed by the Supplier in the Order Acknowledgement.

Supplier” Arrow Butler Castings Limited (CRN: 02377673).

Warranty Period” means a period which is 12 months following delivery of the Goods.

Warranty Period for Repairs & Replacement” means a period of 3 months following the delivery of replacement Goods or the repair by the Supplier of the Goods, as applicable.

    1.2 Construction

   In these Conditions, the following rules apply:

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

                1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.

                1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

                1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

                1.2.5 A reference to writing or written includes faxes and   e-mails.

2. Basis of Contract

    2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

    2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order ("Order Acknowledgement"), at which point the Contract shall come into   existence.

    2.4 No Order which has been accepted by the Supplier may be cancelled by the Customer except with the prior written agreement of the Supplier, which may be provided or rejected in the sole discretion of the Supplier, on the terms that the Customer shall indemnity 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.

    2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.

    2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 7 days from its date of issue.

3. Delivery

    3.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree, which delivery location may include the Supplier’s premises if the Customer will collect the Goods at such premises ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.

    3.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

    3.3 If the Supplier fails to deliver the Goods, its liability shall be limited to   the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier 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 Customer's failure to provide the Supplier with adequate delivery instructions or any  other instructions  that  are  relevant  to the supply of the  Goods.

    3.4 If the Customer fails to accept delivery of the Goods within three days of  the Supplier notifying the Customer that the Goods are ready and/or fails to provide any instructions, documents, licenses, consents or authorisations required to enable the Goods to be delivered, then, except where such failure or delay is caused by the Supplier's failure  to comply with  its obligations  under the  Contract:

        3.4.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third day following the day on which the Supplier notified the Customer that the Goods were ready;

        3.4.2 the Supplier may invoice the Customer for the Goods;

        3.4.3  the Goods shall be deemed compliant in all respects with the terms of the Contract; and

        3.4.4 the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including storage and insurance).

    3.5 If 10 days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

    3.6 Unless otherwise specified in the Order, the Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered. Any rejected Goods shall be returnable at the Supplier’s risk and expense.  If the Supplier delivers more than the quantity of Goods ordered, the Customer shall be entitled to retain the excess Goods and the price shall not be adjusted, and otherwise, the Customer shall return the excess Goods at the Supplier’s risk and expense.

    3.7 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.

    3.8 The Customer shall inspect the Goods immediately on the delivery thereof and shall within three business days from such inspection give notice to the Supplier of any matter or thing by reason of which it is alleged the Goods are not in accordance with the Contract.  If the Customer shall fail to give such notice, the Goods shall be deemed in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly.

    3.9 Risk in any of the Goods so rejected pursuant to Clause 3.8 shall continue to remain with the Customer until such time as the Supplier takes possession thereof.

    3.10 Any collection or return of packaging materials shall be undertaken solely at the Supplier’s discretion and at the Customer’s cost.

4. Quality

    4.1 The Supplier warrants that, during the Warranty Period, any new Goods supplied and installed by the Supplier shall:

        4.1.1 conform in all material respects with their description and any applicable Specification; and

        4.1.2 be free from material defects in material and workmanship.

    4.2 The Supplier warrants that, during the Warranty Period for Repairs & Replacements, any replacement Goods or any repair by the Supplier of the Goods, as applicable, shall:

        4.2.1 conform in all material respects with their description and any applicable Specification; and

        4.2.2 be free from material defects in design, material and workmanship.

    4.3 Subject to clause 4.4, if:

        4.3.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery, and in all cases within the Warranty Period or Warranty Period for Repairs & Replacements, as applicable, that some or all of the Goods do not comply with the warranty set out in clause 4.1 or clause 4.2, as applicable;   and

        4.3.2 the Supplier is given a reasonable opportunity of examining such Goods; and

        4.3.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's   cost,

        4.3.4 the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    4.4 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 or clause 4.2   if:

        4.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 4.3;   or

        4.4.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice; or

        4.4.3 the Supplier did not start up and commission the Goods; or

        4.4.4 the defect arises as a result of goods or materials supplied by other parties that are integrated into the Goods; or 

        4.4.5 the defect arises as a result of the Supplier following any specification supplied by the Customer; or

        4.4.6 the Customer alters or repairs such Goods without the written consent of the Supplier; or

        4.4.7 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or

        4.4.8 an inspection by the Customer of the Goods (or any Goods previously delivered under the Order) as required by clause 3.8 would have reasonably revealed that such Goods did not comply with the warranty set out in clause 4.1, and the Customer has failed to notify the Supplier thereof within the time period required by clause 3.8.

    4.5 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1 or clause 4.2, as applicable.

    4.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

    4.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

    4.8 If the Customer requires an on-site visit from an engineer at any time, including during the Warranty Period or Warranty Period for Repairs & Replacements, the Supplier will be entitled to charge its customary daily fee for such service. 

5. Patterns, Tools and Inserts

    5.1 All manufacturing patterns, dies, core boxes, templates, moulds, strickles/formers, inserts, machining or inspection equipment or other tools or items (collectively “Patterns and Tools”) that are supplied by the Customer (in such case, referred to herein as “Customer-Supplied Materials”) must bear indelible clear markings, assembly references or usage references; are the sole responsibility of the Customer; and shall be supplied free of charge to the Supplier.

    5.2 The Customer is responsible for ensuring that all Customer-Supplied Materials match the drawings and specifications; provided, however, that upon request, the Supplier shall confirm such conformance and such service shall be charged to the Customer.

    5.3 The Supplier shall notify the Customer in writing if any Customer-Supplied Materials require modification and shall charge for costs associated with such modification.

    5.4 Any inserts provided by the Customer for insertion into the Goods by incorporation into the mould before casting shall be in sufficient quantity to allow for normal manufacturing yields. 

    5.5 The Supplier does not guarantee the life of any Customer-Supplied Materials, and the Customer will be responsible for the cost of replacement, maintenance and/or repair thereof.

    5.6 In cases where the Customer-Supplied Materials are provided with drawings and specifications that do not allow a thorough check of the Customer-Supplied Materials, or where suitable drawings or specifications are absent or have not been provided by the Customer, the shapes/forms, dimensions and thickness of the Goods manufactured shall be determined wholly or in part by the Customer-Supplied Materials and the responsibility for the accuracy and suitability of such Goods will reside exclusively with the Customer.

    5.7 If the Customer-Supplied Materials do not conform to applicable specifications and/or are not fit for purpose, the Supplier may revise the quoted price to take account of any extra work required to rectify such shortcomings.

    5.8 When the Supplier is requested by the Customer to make any Patterns and Tools, such Patterns and Tools shall be made according to the Supplier’s production techniques and the provisions of this clause 5.8 shall apply in respect thereof:

        5.8.1 Before the Supplier makes any such Patterns and Tools, the Customer shall submit a piece drawing to the Supplier for acceptance. When the piece drawing has been accepted by the Supplier in its original form or any alterations requested by the Supplier have been approved by the Customer, the Supplier shall make such Patterns and Tools in accordance with such piece drawing.   If any alteration is required by the Customer after work on such Patterns and Tools has begun, the Customer shall pay to the Supplier any additional cost resulting therefrom. The Supplier shall submit the sample Patterns and Tools to the Customer for approval before executing the bulk of the Order. If the Customer fails to provide such express approval or to provide a written report seeking changes to the sample Patterns and Tools within one calendar month of the date on which the Supplier has submitted the Patterns and Tools to the Customer for approval, then the Customer shall be deemed to have approved such Patterns and Tools.

        5.8.2 The Customer expressly acknowledges that (i) the Supplier will be incurring substantial costs in manufacturing the Patterns and Tools and (ii) the price set out in the Order Acknowledgement has been calculated based on the quantity of, and delivery period for, the Goods set out therein.    In the event that the Customer requests a reduction in the quantity of Goods or an extension of the delivery period therefor, or if the Customer fails for any reason to accept delivery of the full quantity of Goods within the specified period of time, the Supplier shall have the right, without prejudice to its rights under clause 8.2.2, to receive the full price for the Patterns and Tools that it has manufactured in anticipation of fulfilling the complete Order for the Goods, which price is included in the aggregate price for the Goods set out in the Order Acknowledgement. 

        5.8.3 If the Customer requests delivery of the Patterns and Tools before the Supplier has finished delivering the Goods in full, the Supplier shall not be required to deliver such Patterns and Tools to the Customer until, (i) the Customer has paid the entire balance of the price for the Patterns and Tools, (ii) the Customer has paid the cost of packing and delivery therefor; and (iii) the Customer has paid in full for any outstanding invoices.

        5.8.4 The Supplier retains the right under all circumstances to invoice for the Patterns and Tools upon approval or deemed approval thereof pursuant to clause 5.8.1, in which case payment for the Patterns and Tools will be due in accordance with clause 8. 

        5.8.5 Without the Customer’s consent, the Supplier shall not supply castings to any person other than the Customer from Patterns and Tools that constitute Customer-Supplied Materials, are the property of the Customer because the Customer has paid the full fee therefor, or will become the property of the Customer upon payment in full therefor in accordance with the requirements hereunder.

    5.9 The Supplier will not be responsible for the costs of replacing or maintaining any Patterns and Tools designed to be used only once, in the case of a part being discarded due to normal manufacturing risks/hazards/yields, and the Customer will be responsible for either providing a new replacement Pattern and Tool or commissioning and paying for such replacement from the Supplier.

    5.10 Patterns and Tools, as well as any associated drawings, for which the Customer pays only a contribution towards will belong to the Supplier.

    5.11 Where the Patterns and Tools belong to the Customer, either because they are Customer-Supplied Materials or because the Customer has paid the full fee therefor, the Supplier may store such Patterns and Tools at the Supplier’s premises, subject to receiving a reasonable monthly or annual storage charge.  If the storage charge remains unpaid for a period longer than 90 days following invoice, the Supplier may destroy or re-use the associated Patterns and Tools in its discretion without any liability to the Customer.

    5.12 Upon request of the Customer, the Supplier shall return to the Customer any Patterns and Tools owned by the Customer, subject to (i) normal wear and tear, (ii) the Customer paying the cost of packing and delivery; and (iii) the Customer paying in full any outstanding invoices.

6. Part Types, Inspection and Acceptance

    6.1 For production/series orders, upon request by the Customer, the Supplier will provide first-article production Good(s), which will be subject to an additional charge.  In this case, time to delivery will commence from written acceptance by the Customer of the first-article item, notwithstanding anything in the Contract to the contrary.

    6.2 Any such first-article inspection, or any other inspection requirements, must be set out by the Customer in its request for quotation and cannot be required retrospectively by the Customer without an agreement to pay additional amounts to the Supplier therefor.

    6.3 In all cases, whether or not first-article inspection is required, the type and extent of any inspection, required tests and standards, as well as all dimensions and tolerances must be specified in any Customer-supplied drawings and specifications.

    6.4 Where there is no specification provided concerning the inspection and tests to be carried out, the Supplier will carry out only a simple visual and dimensional inspection.

    6.5 Any inspections and tests requested by the Customer in accordance with the terms of the Contract shall be conducted by the Supplier or by a laboratory or third-party organization agreed by the parties.  Where a specific testing regime is required, the details thereof must be set out clearly by the Customer when it submits its request for quotation.  Any additional testing and inspection requirements added at a later stage will incur additional charges.

    6.6 The price of inspection and testing may be charged separately, or incorporated into the cost per Good manufactured by the Supplier, at the discretion of the Supplier.

    6.7 Following manufacture of the applicable Good(s) for inspection and testing, the Supplier will send notification (the “Availability Notification”) to the Customer (and where applicable, the designated third-party organization) that such Good(s) are available for inspection and testing.  Unless otherwise required by the Customer in its request for quotation, inspection and testing shall be carried out at the Supplier’s premises and at the Customer’s expense no later than one week following the date of the Availability Notification.   

    6.8 If inspection and testing does not occur within the week following the date of the Availability Notification, the Supplier will send a second notification (the “Second Notification”) to the Customer (and where applicable, the designated third-party organization) and if inspection and testing does not occur within two weeks from the date of the Second Notification, the applicable Good(s) will be deemed to be accepted by the Customer, the Supplier shall have the right to dispatch the Good(s) and to invoice therefor (which shall be paid promptly by the Customer), and if this delivery forms part of a sequence of deliveries to commence with manufacture of the remaining Goods in the order placed by the Customer, which shall be invoiced and paid by the Supplier in accordance with the terms of the Contract.

    6.9 Prior to any inspection and testing, the Good(s) shall be stored by the Supplier at the Customer’s expense and risk.

7. Title and Risk

    7.1 The risk in the Goods shall pass to the Customer on completion of delivery or deemed delivery.

    7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

        7.2.1 the Goods; and

        7.2.2 Any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.

    7.3 Until title to the Goods has passed to the Customer, the Customer shall:

        7.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee;

        7.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

        7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

        7.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

        7.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1;

        7.3.6 not transfer, sell, dispose of, pledge or in any way charge by way of security for any indebtedness any of the Goods, and if the Customer does so, all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable and the Customer shall forthwith hold upon trust for the Supplier such sum as shall be equal to the amount then owing to the Supplier in respect of the Goods whether or not proceeds of such transfer, re-sale, disposition or indebtedness shall have been received by the Customer; and

        7.3.7 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

    7.4 Should the Goods become constituents of or be converted into other products while subject to the Supplier’s ownership, the Supplier shall have ownership in such other products as if they were solely and simply the Goods, and the Supplier shall give the Customer credit for any sum received by the Supplier in excess of the price of the Goods.  Nothing in this Clause 7.4 shall give the Customer the right to return the Goods to the Supplier.

    7.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.1, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to inspect and/or recover them.

8. Price and Payment

    8.1 The price of the Goods shall be the price set out in the Order Acknowledgement, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of Order.

    8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

        8.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

        8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; and

        8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

    8.3 The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VA T invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.  All other duties and taxes are also excluded from the price of the Goods.  The price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. Including with respect to any Goods under warranty.

    8.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery or deemed delivery.

    8.5 Unless otherwise specified in the Order, the Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

    8.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment  ("due date"), then the  Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

    8.7 The Customer shall pay all amounts due under the Contract in full without  any  deduction  or  withholding  except  as  required  by  law  and  the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any  such  amount in whole or in  part.  The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9. Termination

    9.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party  if:

        9.1.1 such other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of such breach;

        9.1.2 such other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

        9.1.3 such other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

        9.1.4 such other party’s financial position deteriorates to such an extent that in such party’s opinion such other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    9.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under this Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date of payment.

    9.3 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest thereon.

    9.4 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

    9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in force and effect.

10. Limitation of Liability

    10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

        10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

        10.1.2 Fraud or fraudulent misrepresentation.

        10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act of 1979;

        10.1.4 defective products under the Consumer Protection Act 1987; or

        10.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

    10.2 Subject to clause 10.1:

        10.2.1 the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract, including as a result of any downtime of the Goods; and

        10.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract (other than a failure or delay in making a payment or failure or delay in accepting delivery of the Goods) to the extent that such failure or delay is caused by a Force Majeure Event.  A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12. Intellectual Property

All intellectual property rights in or arising out of or in connection with the Goods shall be owned by the Supplier.  When Goods are supplied by the Supplier in accordance with the Customer’s specifications, the Customer shall indemnify and keep indemnified the Supplier against all costs, claims and expenses incurred by the Supplier in respect of the infringement or alleged infringement by such Goods on an intellectual property belonging to third parties.

13. General

    13.1 Assignment and Subcontracting

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

        13.1.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

    13.2 Notices

        13.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid firs t-class post, recorded delivery, commercial courier, fax or e-mail.

        13.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first-class   post or   recorded   delivery, at 9.00 am on the third day after posting; if delivered   by commercial courier,   on   the date and at   the   time   that the courier's delivery receipt is signed; or, if sent by fax or e-mail,   one day after transmission.

        13.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    13.3 Severance

        13.3.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-pro vision shall, to the extent required, be deemed to   be deleted, and the validity and enforceability of the other   provisions   of   the   Contract   shall not   be affected.

        13.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

    13.4 Waiver

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party   to   exercise   any   right   or   remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude   or   restrict   the further exercise of that or any   other   right   or   remedy.   No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

    13.5 Third Party Rights

A person who is not   a party   to   the Contract   shall not   have   any rights   under   or in   connection with it.

    13.6 Variation

Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed   in   writing   and signed   by the   Customer   and the Supplier.

    13.7 Confidentiality

        13.7.1 Each party undertakes that it shall not disclose to any other person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any member of the group to which the other party belongs.  For the purposes of this clause, “group” means, in relation to any party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

        13.7.2 Each party may disclose the other party’s confidential information to the extent required by law, a court of competent jurisdiction or any governmental or regulatory authority and to its employees, officers, representatives or advisers who need to now such information for purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract; provided that such party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13.7.

        13.7.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

    13.8 Governing Law and Jurisdiction

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.