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TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES

From Wayland Games Limited trading as Occam Distribution

Last Updated: 15th March 2024 

1. DEFINITIONS

In these Conditions the following definitions apply:

Buyer The person(s), firm or company who purchases the Goods and/or Services from the Company;

Company Wayland Games Limited trading as Occam Distribution, company number 06690851, having its registered office at 17-19 Eldon Way, Hockley, Essex SS5 4AD

Consumer An individual acting for purposes which are mainly outside his or her trade, business, craft or profession.

Contract Any contract between the Company and the Buyer for the sale and purchase of the Goods and/or the Services, incorporating these conditions;

Goods The goods agreed in the Order to be supplied to the Buyer by the Supplier pursuant to the Contract

Incoterms The international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Order is made;

Items Any items upon which the Services are to be or have been performed;

LIBOR The arithmetic mean (rounded upwards to four decimal places) of the rate or rates of interest per annum which the principal London offices of any three clearing banks as the Supplier shall nominate for the purpose, quote for offering six months sterling deposits to leading banks in the London Interbank Market at or about 11:00 am (London time) on the first business day of the relevant interest period or if such day is not a business day on the next succeeding business day;

Order The Buyer’s order for the Goods or Services as set out in the Supplier’s Order, which contains the Specification and which is accepted upon the Supplier providing the Order and;

Parts The unassembled components of Goods specified in the Order to be supplied to the Buyer by the Customer pursuant to the Contract;

Price The price quoted by the Supplier on the Order pursuant to clause 8;

Services Any services set out in the Order to be supplied to the Buyer by the Supplier pursuant to the terms of the Contract;

Specification The description or specification for the Goods or Services set out in the Order, the detail of which is the responsibility of the Buyer;

Supplier The Company;

Supply Location The address for delivery or collection of the Goods or performance of the Services as set out within the Order;

Storage Facility The facility into which the Goods will be held pursuant to clause 4;

Storage Fees The fees that will be chargeable to the Buyer by the Supplier pursuant to the provisions of clause 4;

Terms The standard terms and conditions of business of the Supplier as set out in this document and which are subject to change from time to time;

Value Added Tax Value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax apply to the supply of Services;

Website Any domain or subdomain name used by the Company and which the Buyer has used in order to purchase Goods and/or Services from the Company.

2. APPLICATION OF TERMS

2.1. Where the Buyer is a Consumer, no contract shall be formed between the Buyer and the Supplier unless the Buyer is at least 18 years old.

2.2. Where the Buyer is not a Consumer , the party effecting the Order on behalf of the Buyer confirms that it has authority to bind any business on whose behalf it purports to buy Goods or Services, whether through the Website or otherwise.

2.3. Subject to any variations under clause 2.5 and to the Buyer not being a Consumer, the Contract will be performed upon these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other documents).

2.4. No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in pre contract documentation.

2.5. These Terms apply to all of the Company’s sales and any variations to these Conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.

2.6. Each Contract for Goods or Services as confirmed in the Order shall be deemed to be an offer by the Buyer to purchase the Goods or Services from the Supplier subject to these Terms.

2.7. No order placed by the Buyer shall be deemed to be accepted by the Supplier until the Order is issued by the Supplier at which point the Contract is formed with the Supplier.

3. DESCRIPTION

3.1. The Buyer must ensure that the terms of its order and applicable Specification are complete and accurate in order to enable the Supplier to perform the Contract in accordance with its terms and the quantity, quality and description of and subject to clause 3.4 any Specification for the Goods or Services shall be those set out in the Order, the content of which is acknowledged by the Buyer.

3.2. All drawings, descriptive matter, specifications and advertising issued by the Supplier contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They will not form part of this Contract.

3.3. The Buyer acknowledges that the Supplier has a policy of continuous improvement of its products and shall be entitled without notice (at any time prior to the time of delivery as set out in clause 4.2) to change the specification of the Goods or Services which the Supplier considers reasonable or desirable without affecting the enforceability of the Contract.

3.4. All information, drawings, models, know how, samples, designs and similar items relating to the Goods or Services prepared by the Supplier and the copyright and other intellectual property rights therein shall remain the property of the Supplier (or other owner as may be specified) so that property therein shall not pass to the Buyer and shall be returned by the Buyer on demand, shall be treated as confidential and shall not be copied, reproduced or disclosed to any third party without the Company's prior written consent.

3.5. If any Goods are to be manufactured or any process is to be applied to the Goods, or the Services are to be provided, in accordance with a Specification submitted by the Buyer, the Buyer shall indemnify the Supplier against all loss, damage, 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 patent, copyright, registered design, trademark, service mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Buyer's specification.

3.6. The Buyer shall not remove, obscure, alter or tamper with any plate, trade or other identification mark, name or number placed on the Goods by or on behalf of the Company.

3.7. In the case of a supply of Services the Supplier reserves the right to carry out and charge for further work which it considers to be necessary unless this in the opinion of the Supplier represents a substantial divergence from the Buyer’s order which is acknowledged in writing by the Supplier in which case the Supplier will first seek the written authority of the Buyer.

4. ORDER

Set out below is how the Contract between the Supplier and the Buyer is made:

4.1 Any quotation given by the Supplier before the Buyer makes an order for Goods or Services is

not a binding offer by the Supplier to supply such Goods or Services

4.1.2 When the Buyer decides to place an order for Goods or Services with the Supplier, this is when the Buyer offers to buy such Goods or Services from the Supplier.

4.2 When the Buyer places its order with the Supplier’s representative, he or she will acknowledge it in person, or if this is not possible, by telephone or by email. This acknowledgement does not, however, mean that the Buyer’s order has been accepted.

4.3 The Supplier may contact the Buyer to say that it does not accept the Buyer’s order. If the Supplier does this, it will try to tell the Buyer promptly why the order is not accepted. This is typically for the following reasons:

4.3.1 the Goods are unavailable or it is not possible to provide the Services

4.3.2 the Buyer’s payment cannot be authorised

4.3.3 the Buyer is not allowed to buy the Goods or Services from the Supplier

4.3.4 the Supplier is not allowed to sell the Goods or Services to the Buyer

4.3.5 the Buyer has ordered too many Goods or Services

4.3.6 there has been a mistake on the pricing or description of the Goods

4.3.7 The Supplier will only accept the Buyer’s order when the Supplier confirms this to you by Confirmation E-mail and will provide you with a copy of the Order. At this point: the Contract will be in place between the Supplier and the Buyer, and the Supplier will arrange for the delivery of the Goods or the provision of the Services in accordance with the provisions of the Contract.

5. DELIVERY

5.1. The Buyer will take delivery of the Goods upon the Supplier giving it notice that the Goods are ready for delivery provided that for the purposes of these Terms:

5.1.1. in the case of Goods (other than (a) Parts or (b) Goods purchased via the Website) the time of delivery shall be when the Goods are delivered at the address specified by the Buyer in its order or such other address agreed in writing by the Supplier;

5.1.2. subject to clause 5.2, in the case of Goods which are (a) Parts or (b) purchased via the Website, the time of delivery shall be when the Goods are despatched by the Supplier to the Buyer; and

5.2. In respect of Goods which are parts (but which are not purchased via the Website), s.32 (2) of the Sale of Goods Act 1979 shall not apply to the Order and therefore the Supplier shall be under no obligation to arrange an Order with the carrier on behalf of the Buyer. In respect of Goods which are purchased via the Website, the Supplier shall deliver the Goods by dispatching them by the most efficient method and cost to the delivery address specified by the Buyer and confirmed in the Order.

5.3. Subject to clause 5.4, any dates specified by the Supplier for delivery of the Goods or Services are intended to be an estimate and time for delivery of the Goods or Services shall not be of the essence. If no dates are so specified, delivery to the Buyer will be within a reasonable time.

5.4. Subject to the other provisions of these Terms, the Supplier will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Services (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract.

5.5. If for any reason the Buyer will not accept delivery of any of the Goods upon the Supplier notifying the Buyer that the Goods are ready for delivery pursuant to clause 5.1 or will not accept delivery of the Items upon the Supplier notifying the Buyer that the Items are ready for collection pursuant to clause 5.7, or the Supplier is unable to deliver the Goods because the Buyer has not provided appropriate instructions documents, licences or authorisations, or the Buyer has requested that the Goods or Items be held in a Storage Facility until a later date or the Buyer has through action or inaction prevented the delivery clearing customs facilities.

5.5.1. the Supplier may arrange for the Goods or Items to be stored in an appropriate Storage Facility until the Buyer accepts delivery whereupon the Buyer will be liable for all the Storage Fees;

5.5.2. the Goods will be deemed to have been delivered;

5.5.3. risk in the Goods or Items will pass to the Buyer (including for loss or damage caused by the Company’s negligence) at the time the Goods or Items are put into an appropriate Storage Facility; and

5.5.4. The Buyer will be liable for any fees associated with the handling, storage or reshipping of the goods and;

5.5.5. if the Goods or Items or part thereof remain uncollected from the Storage Facility for three months the Supplier may sell the same and use the proceeds to satisfy all sums due from the Buyer and if the sale proceeds exceed the total monies due from the Buyer the Supplier shall account to the Buyer for the excess and if the sale proceeds are less than the total monies due from the Buyer the Supplier may, in the absence of payment by the Buyer, sue the Buyer for the remainder as a debt and the Buyer agrees that it shall have no defence to Judgment being entered against it for the said amount.

5.5.6. If the order containing the refused/stored goods is cancelled by the Buyer, the Buyer will be liable for any fees associated with restocking the items into the Suppliers Warehouse. These will be communicated in the event of a cancellation and will depend on the quantity of items requiring restocking.

5.6. Other than in respect of the purchase of Goods by a Consumer, in the case of Goods which are Parts, if the Supplier delivers to the Buyer a quantity of Goods up to five per cent more or less than the quantity set out in the Order the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Order rate.

5.7. Where delivery or performance is to be made by instalments:

5.7.1. failure by the Supplier to deliver or perform any instalment shall not entitle the Buyer to treat the Order as repudiated; and

5.7.2. acceptance by the Buyer of each instalment and timely payment for each instalment are conditions precedent to the Company’s obligation to deliver further instalments in respect of such Contract.

5.8. The Services shall be performed at the Company’s premises and the Buyer shall at its own cost deliver the Items to the Company’s premises and collect them upon the Supplier notifying the Buyer that they are ready for collection.

6. NON-DELIVERY

The provisions of clauses 6.1 to 6.3 inclusive apply only where the Buyer is not a Consumer.

6.1. The quantity of any consignment of Goods or Items as recorded by the Supplier upon despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

6.2. The Supplier shall not be liable for any non-delivery of Goods or Items (even if caused by the Supplier’s negligence) unless written notice is given to the Supplier within seven days (or, in the case of Parts, 48 hours) of the time of delivery as set out at clause 5.1 or deemed delivery in accordance with clause 5.4.

6.3. Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or (at the Supplier’s sole discretion) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7. RISK/TITLE

7.1. The Goods are at the risk of the Buyer from the time of delivery as set out at clause 5.1 or deemed delivery in accordance with clause 5.4 and where the Supplier is carrying out repairs on behalf of the Buyer and Goods or Items are on the Supplier’s premises for such purpose risk in such Goods or Items shall remain with the Buyer.

7.2. Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer.

7.2.1. Ownership (legal and beneficial) of the Goods shall not pass to the Buyer until the Supplier has received payment in full in cleared funds of all sums due to it in respect of those Goods in accordance with clause 8, 9 & 10.

7.3. Until ownership of the Goods has passed to the Buyer, the Buyer must:

7.3.1. hold the Goods on a fiduciary basis as the Supplier’s Bailee;

7.3.2. store the Goods (at no cost to the Supplier) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Supplier’s property;

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

7.3.4. maintain the Goods in satisfactory condition insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Buyer shall produce the policy of insurance to the Supplier;

7.3.5. hold the proceeds of the insurance referred to in clause 7.3.4 on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account; and

7.3.6. deliver up the Goods to the Supplier on demand.

7.4. The Buyer’s right to possession of the Goods shall terminate immediately if before ownership of the Goods passes to the Buyer pursuant to clause 7.2:

7.4.1. the Buyer has a bankruptcy order made against them or makes an arrangement or composition with their creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

7.4.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on their/its property or obtained against their/it, or fails to observe/perform any of their/its obligations under the Order or any other Order between the Supplier and the Buyer, or is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986 or the buyer ceases to trade; or

7.4.3. the Buyer encumbers or in any way charges any of the Goods; or

7.4.4. the Order is terminated pursuant to clause17

7.5. The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.

7.6. Until title in the Goods has passed to the Buyer in accordance with this clause 7, the Buyer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

8. PRICE

8.1. Unless otherwise agreed by the Supplier in writing the price for the Goods and Services shall be

8.1.1. the ex-works price set out in the Supplier’s price list published at the time of delivery as set out in clause 5.1 or deemed delivery in accordance with clause 5.4 or,

8.1.2. if there is no such list price, such price at which the Supplier customarily charges for goods and services of a similar nature to the Goods and services at the time of delivery as set out at clause 5.1 or deemed delivery in accordance with clause 5.4; or

8.1.3. in respect of Goods purchased via the Website only, the price specified on the Website (subject always to the terms of clause 8.6).

8.2. Any price provided to the Buyer via any method other than the Website, will be expressed exclusive of VAT. Any price provided to the Buyer via the Website will be expressed both inclusive and exclusive of VAT.

8.3. No cost of carriage, insurance, and packing will be included in prices quoted for the Goods or Services (whether on the Website or otherwise) and such costs shall be charged extra.

8.4. Without prejudice to the obligation on the Buyer to pay the price pursuant to clause 8.1 and unless otherwise agreed with the Buyer, the Supplier shall invoice the Buyer:

8.4.1. for Goods (other than parts) before the Goods are despatched from the Supplier’s premises;

8.4.2. for parts at the time of delivery as set out at clause 5.1.2; and

8.4.3. for Services at the time of delivery as set out at clause 5.1.2;

8.4.4. and where delivery is to be by instalments each instalment may be invoiced separately. The Supplier may also invoice the Buyer at the time of deemed delivery in accordance with clause 5.4. Any error in an invoice of the Supplier must be notified to the Supplier within seven days.

8.5. Where the Buyer is not a Consumer, the Supplier reserves the right, by giving notice to the Buyer at any time before delivery or within a reasonable time after delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier including, without limitation, any change in Specification affected by the Supplier, any foreign exchange fluctuation, currency regulation, alteration of import or export duties tariffs or taxes (in cases where the Supplier is to pay the same), increase in the costs of labour, materials, sub- contracted services, transport, or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.

8.6. The Website contains a large number of Goods. It is always possible that, despite reasonable efforts by the Supplier, some of the Goods on the Website may be incorrectly priced. The Supplier will normally check prices as part of the dispatch procedures so that:

8.6.1. where the correct Price of the Goods is less than the price stated on the Website, the Supplier will charge the lower amount when dispatching the Goods to the Buyer. However, if the pricing error is obvious and unmistakable and could have reasonably been recognised by the Buyer as a mispricing, the Supplier is not obliged to provide the Goods to the Buyer at the incorrect (lower) price; and

8.6.2. if the correct price of the Goods is higher than the price stated on the Website, the Supplier will inform the Buyer of this error and will give the Buyer the option of continuing to purchase the Goods at the correct Price or cancelling the relevant order. The Supplier will not process any such purchase until the Buyer has provided its instructions in this regard. If the Supplier is unable to contact the Buyer using the contact details provided during the order process, the Supplier will treat the order as cancelled and notify the Buyer in writing.

9. PAYMENT

9.1. Unless otherwise agreed in writing, payment of the Price:

9.1.1. for the Goods (other than parts) shall be due before the Goods are despatched from the Supplier’s premises;

9.1.2. for Parts shall be due at the time of delivery as set out at clause 5.1.2; and

9.1.3. for Services shall be due at the time of delivery as set out at clause 5.1, clause 5.4 provided that the Supplier reserves the right to call for a non-refundable deposit with the Buyer’s order as a condition of acceptance of such order by the Supplier.

9.2. The following payment terms shall apply:

9.2.1. for: (a) purchases made other than via the Website; and (b) purchases made via the Website where the Buyer has a trade account with the Supplier, payment for Goods or Services purchased shall be made within 30 days of the date of in which the invoice is issued. Time for payment shall be of the essence; and

9.2.2. for all other purchases (including all purchases made by Buyers who are consumers), payment for Goods shall be made at the time of placing the order, though the Supplier may not charge for the Goods until they have been despatched.

9.3. No payment shall be deemed to have been received until the Supplier has received cleared funds (which shall include confirmed irrevocable letters of credit) and the Supplier shall have a general lien on all property of the Buyer in the Supplier’s possession to secure any sum due from time to time from the Buyer to the Supplier.

9.4. All payments payable to the Supplier under the Order shall become due immediately upon termination of this Order despite any other provision.

9.5. The Buyer shall make all payments due under the Order without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Buyer.

9.6. Unless otherwise stated in the Supplier’s acknowledgement of the Buyer’s order the price shall be payable in pounds sterling.

9.7. The provisions of clause 9.7.1 apply only where the Buyer is not a Consumer.

9.7.1. If the Buyer fails to pay the Supplier any sums due pursuant to the Order on or before the due date for payment thereof (i) the Supplier will be entitled at its sole discretion to suspend delivery of any Goods, parts or Services until all overdue amounts have been paid by the Buyer to the Supplier in cleared funds, and (ii) the Buyer will be liable to pay interest to the Supplier on such overdue sums from the due date for payment at the annual rate of four per cent per annum above LIBOR accruing on a daily basis until payment in full is received by the Supplier whether before or after any judgement. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

10. SUPPLIER'S OBLIGATIONS

10.1. The Supplier will:

10.1.1. perform the Services using reasonable care and skill;

10.1.2. ensure that the Goods and Services comply with the Specification;

10.1.3. comply with all relevant applicable laws and regulations; and

10.1.4. observe all rules and regulations notified to the Supplier and in force at the Supply Location.

11. BUYER’S OBLIGATIONS

11.1. The Buyer will pay the price for the Goods and/or Services in accordance with the Contract.

11.2. The Buyer will:

11.2.1. ensure that the Supplier is provided access to the Supply Location;

11.2.2. provide the Supplier such information and assistance (ensuring that information is complete and accurate) as is necessary to ensure that the Supplier performs the Services to adhere to any specific requests of the Buyer; and in each case as required to allow the Supplier to perform the Services and/or to supply the Goods.

11.3. The Buyer will also:

11.3.1. cooperate fully with the Supplier and follow the Supplier's reasonable instructions in relation to the performance of the Contract;

11.3.2. obtain and maintain all necessary licences and consents for the performance of the Contract, including, where applicable and not limited to, CITES, export licences and/or permissions required, customs declarations to be made on the Buyer’s behalf and for the payment of any customs duties or taxes, prior to the Supplier carrying out the Services; and

11.3.3. ensure that the Goods are suitable for export to and will not breach any laws of the destination Country where being supplied outside of England and Wales.

11.4. The supply of the Goods and provision of Services are provided at the Buyer's request and the Buyer is responsible for verifying that the Goods and/or Services are suitable for its own needs.

11.5. The Buyer will not ask the Supplier to falsify or change any value of the Goods and any such requests will be rejected by the Supplier who shall be entitled to terminate the Contract.

12. LIMITATION OF LIABILITY

12.1. The supply of the Goods and Services by the Supplier to the Buyer is not guaranteed and the Supplier’s liability is limited to the fullest extent available in law.

12.2. The Supplier will not be liable for any failure of any Goods and Services to comply with these Terms to the extent that it has been:

12.2.1. caused by the Buyer's failure to comply with the Supplier's instructions;

12.2.2. caused by the Supplier following any Specification or other document supplied by or instruction from the Buyer;

12.2.3. where the Buyer alters the Contract or the results of the Contract without the Supplier's prior written agreement; or

12.2.4. where the Buyer uses the Goods or the results of the Services after notifying the Supplier that the Goods and/or Services do not comply with the Contract.

12.2.5. Where the Buyer fails to provide written notice to the Supplier, within 3 days from receipt of the Goods, including photographic evidence of any damage whilst the Goods were in transit and where the Buyer has not retained the packaging materials supplied by the Supplier.

12.3. The Supplier gives no warranty in relation to the Services and in particular, the terms implied by ss 13,14 and 15 of the Supply of Goods and Services Act 1982 are expressly excluded.

12.4. The Supplier only offers a limited liability in line with industry practice, should the Goods be damaged or lost prior to the Buyer’s receipt and the Buyer acknowledges that such limitations of liability are fair and reasonable given the price paid for the Goods. In the event that the Buyer requires an increase in the level of the Supplier’s liability, this may be possible in return for an additional fee.

13. FAILURE OF OR DELAY IN PERFORMANCE

13.1. If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Buyer, the Supplier (without prejudice to its other rights):

13.1.1. may suspend delivery of the Goods or the performance of the Services until the Buyer remedies its default;

13.1.2. will not be liable for any costs or losses sustained by the Buyer as a result of such suspension; and

13.1.3. may charge the Buyer (and the Buyer will pay in accordance with the Contract) costs or losses incurred by the Supplier arising from the Buyer's default, subject to clause 10.

14. CANCELLATION

14.1. The Consumer Rights Directive (Directive 2011/83/EU) and related UK regulations ("Regulations") give Consumers procuring services online or otherwise "at a distance" certain cancellation rights under Part 3 of the Regulations. Accordingly, under the Regulations the Buyer, where a Consumer has the right to cancel the Contract for any reason within a period of fourteen working days following the date on which the contract to provide the Goods or Services is concluded ("Cancellation Period") unless where at the Buyer’s express request it has been agreed that the delivery of the Goods or provision of the Services will begin during the Cancellation Period. In that case because the Goods have been delivered or Services have begun prior to the expiry of the Cancellation Period then whilst the Buyer (if a Consumer) will have a right to cancel the Goods or Services during the Cancellation Period this right will no longer apply once the Goods have been delivered or Services have been fully performed.

14.2. If the Buyer lawfully cancels the Contract, the Supplier will reimburse the Buyer all payments received from the Buyer, provided always that if the Buyer requested the Supplier to deliver certain Goods or to begin the performance of the Services during the Cancellation Period, the Buyer will remain liable to pay the Supplier’s reasonable costs in accordance with Regulation 36(4) of the Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013.

14.3. To exercise the right to cancel the delivery of the Goods or provision of the Services (if available to the Buyer) the Buyer must inform the Supplier before goods are shipped, of its decision to cancel the contract for Goods and/or Services by a clear statement (e.g. a letter sent by post, fax, or e-mail); a copy of a model form which can be used if desired in order to cancel the Goods or Services is found in the Schedule to these Terms. To meet the cancellation deadline, it is sufficient for the Buyer to send its communication concerning its exercise of the right to cancel before the Cancellation Period has expired. The Supplier will make any applicable reimbursement using the same means of payment as the Buyer used for the initial transaction, unless the Buyer has expressly agreed otherwise, and, in any event, the Buyer will not incur any fees as a result of the reimbursement.

15. LIABILITY

15.1. The Supplier does not exclude its liability:

15.1.1. for death or personal injury caused by its negligence; or

15.1.2. for fraud or fraudulent misrepresentation; or

15.1.3. under any indemnity given by it hereunder.

15.2. Neither party will be liable for:

15.2.1. any form of indirect, consequential or special loss; or

15.2.2. any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect; and, in each case, however arising.

16. CONFIDENTIALITY

16.1. Each party shall keep confidential all Confidential Information of the other party and will only use the other's Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

16.1.1. any information which was in the public domain at the date of the Contract;

16.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

16.1.3. is independently developed by the other party without using information supplied by the first party; or

16.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

16.2. This clause 16 will remain in force for a period of 7 years from the date of the completion of the Contract by the delivery of the Goods and/or provision of the Services.

17. FORCE MAJEURE

17.1. Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract (Force Majeure). Failure to pay or be paid is not Force Majeure.

17.2. A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

17.2.1. promptly notifies the other of the Force Majeure event and its expected duration; and

17.2.2. uses reasonable endeavours to minimise the effects of that event.

17.3. If, due to Force Majeure, a party:

17.3.1. is or will be unable to perform a material obligation; or

17.3.2. is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days; the other party may, within 30 days, terminate this Contract on immediate notice or at the Supplier’s discretion, will, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

18. TERMINATION

18.1. The Contract may be terminated forthwith at any time by either party on written notice to the other if:

18.1.1. the other commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within [specify] days of written notice requiring that party to do so;

18.1.2. the other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a Supplier) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;

18.1.3. the other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (iii) makes an application to court for protection from its creditors generally;

18.1.4. the other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other than solely in relation to a solvent amalgamation or reconstruction;

18.1.5. a receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;

18.1.6. any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within 14 days;

18.1.7. the other takes or suffers any action similar to any of the above in any jurisdiction;

18.1.8. the other is subject to an event of Force Majeure under clause 17.

18.2. In addition to its rights under clause 18.1, the Supplier may terminate the Contract at any time:

18.2.1. on 5 days' written notice to the Buyer;

18.2.2. immediately on written notice to the Buyer if the Buyer has failed to pay any amount due under the Contract on the due date.

18.3. On termination of the Contract for any reason:

18.3.1. the Buyer will immediately pay all invoices of the Supplier then outstanding and not disputed in good faith;

18.3.2. the Supplier will, within 20 Business Days, invoice the Buyer for all Services provided but not yet invoiced and the Buyer will pay such invoice within a further 7 Business Days (unless the invoice is disputed in good faith);

18.3.3. Each party will within 20 Business Days return any materials of the other then in its possession or control; if it fails to do so, the other may enter onto any premises of the first party and take possession of them. Pending such return or taking possession, the first party will be responsible for such materials and will not use them for any purpose not connected with the Contract;

18.3.4. the accrued rights and liabilities of the parties will not be affected; and

18.3.5. clauses which expressly or by implication are to survive termination will do so.

19. GENERAL

19.1. Time - Unless stated otherwise, time is not of the essence of any date or period specified in these Terms.

19.2. No set-off - All payments by the Buyer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

19.3. Relationship - The parties are independent of each other and not principal and agent, partners, or employer and employee.

19.4. Severability - If any part of these Terms are found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Terms and the remaining provisions of the Terms will otherwise remain in full force.

19.5. Notices - Notices under the Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:

19.5.1. by first-class post: two Business Days after posting;

19.5.2. by airmail: seven Business Days after posting;

19.5.3. by hand: on delivery;

19.5.4. by facsimile: on receipt of a successful transmission report from the correct number, and

19.5.5. by email: on receipt of a delivery or read receipt mail from the correct address.

19.6. Waiver - No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

19.7. Rights of Third Parties - The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.8. Priority - These Terms prevail over those of the Order or Schedule (if any). 19.9. Entire Agreement - The Contract constitutes the entire agreement between the parties in relation to its subject matter.

19.10. Succession - The Contract will bind and benefit each party’s successors and personal representatives.

19.11. Governing Law and Jurisdiction

19.11.1. The Contract will be governed by the law of England and Wales.

19.11.2. Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales

 

20. LIMITATIONS FOR ACADEMIC INSTITUTIONS AND SCHOOL CLUBS


20.1. If your account has been granted on the grounds of you being identified as an Academic Institution or School Club then a Non-Resale Clause will come into effect in addition to the above terms.

20.1.1. The definition of Academic Institution or School Club will be solely at the discretion of the Supplier and may be changed at any time.

20.2. Non-Resale Clause: The Buyer agrees not to engage in the resale of the purchased products. Resale is strictly prohibited, and any attempt to resell the products shall constitute a breach of this Agreement.

20.3. The Buyer acknowledges that the products purchased are intended solely for internal use within the academic institution or school club for educational, research, or club-related purposes, and not for commercial distribution or resale.

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES