Terms and Conditions
Standard Trading Conditions of Sales
1. Basis of Contract
1.1.1 “the Company” shall mean Merton Group UK Limited.
1.1.2 “the Buyer” shall mean any individual, firm, company, corporation or other legal entity contracting with the Company, including where the context permits any party identified as “the Client” in any agreement with the Company and where the Buyer comprises two or more separate entities, each shall have joint and several liability under the Contract and/or the Supply Agreement.
1.1.3 “Goods” shall mean all goods and where the context so admits any part of the Goods agreed to be sold and supplied to the Buyer and shall include packaging and Dispensers (where the Company has agreed to sell Dispensers).
1.1.4 “Delivery Address” shall mean the address for delivery notified by the Buyer to the Company in accordance with these conditions.
1.1.5 “Supply Agreement” means the long term supply agreement (if any) entered into between the Company and the Buyer for the supply of Goods and/or Dispensers by the Company to the Buyer.
1.1.6 “Dispenser” means any Dispenser for use in conjunction with any Goods, supplied by the Company to the Buyer.
1.2 The Company shall sell and the Buyer shall purchase Goods in accordance with any written quotation of the Company which is accepted by the Buyer or any written order of the Buyer which is accepted by the Company. All orders from the Buyer to the Company for Goods are subject to the following conditions and the placing of an order by the Buyer shall be considered as acceptance of these conditions. These conditions shall govern all contracts between the Company and the Buyer (including, where relevant, any Supply Agreement) to the exclusion of any other terms and conditions subject to which any quotation is accepted or
purported to be accepted, or any such order is made or purported to be made, by the Buyer.
1.3 These conditions may not be modified or varied unless the Company agrees in writing and the Company shall not be deemed to accept such other conditions nor waive any of these conditions by failure to object to provisions contained in any purchase order or other communication from the Buyer. No person has authority on behalf of the Company to vary any condition except a Director, and then only in writing and signed by a Director.
1.4 All illustrations, drawings and other information issued by the Company or contained in its catalogues, price lists, advertisements or any other publications must be regarded as approximate guides only and any weights, measurements, capacities, properties, colours and other particulars of Goods, processes, equipment or materials are offered by the Company in good faith as being approximately correct but no responsibility can be accepted for their accuracy except where otherwise specifically agreed in writing by the Company. Errors and omissions in such publications are subject to correction.
1.5 These conditions shall apply to all sales of Goods by the Company and the provision of Dispensers and supply of services by the Company to the exclusion of all other terms and conditions and warranties, whatever, and the Company shall not be bound by any
representation, guarantee or warranty made by its employees, agents or representatives unless such guarantee, warranty or representation is subsequently confirmed in writing and signed by a Director of the Company. The Buyer acknowledges that it does not rely on any such representations, guarantees or warranties which are not so confirmed.
1.6 The Company reserves the right to improve, modify, delete or add Goods in its product range without prior notice to the Buyer.
1.7 Any advice or recommendation given by the Company 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 Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2. Quotations and Prices
2.1 Any quotations issued by the Company are valid for a maximum period of 30 days, unless otherwise stated..
2.2 The price of the Goods shall be the Company’s quoted price, or, where no price has been quoted (or the quoted price is no longer valid), the price listed in the Company’s published price list or, where relevant, the Company’s Distributor price list at the date of the
Company’s acceptance of the orders.
2.3 Where applicable, the Company’s published prices and rates are subject to alteration by the Company on the review date set out at clause 6 of the Supply Agreement..
2.4 The Company’s published price list is subject to minimum order level/carriage terms. All orders above the minimum value after all discounts and value added tax have been deducted, will be dispatched carriage paid to U.K. mainland destinations via the Company’s own transport or standard carrier service. The minimum order value will be determined on the date of the Company’s acceptance of the order. For overnight or special deliveries including exceptional loads or distances (including deliveries outside the U.K. mainland) or the uplifting of goods, the Company reserves the right to levy a carriage surcharge. Orders which fall below the minimum order are subject to a minimum order surcharge to cover carriage and administration costs.
2.5 The Company’s published Distributor Price List is subject to minimum order level/carriage terms. All orders above the minimum case order will be dispatched carriage paid to U.K. mainland destinations via the Company’s own transport or standard carrier
service. For overnight or special deliveries including exceptional loads or distances (including deliveries outside the U.K. mainland) or the uplifting of goods, the Company reserves the right to levy a delivery surcharge. The minimum order value will be determined
on the date of the Company’s acceptance of the order.
2.6 All prices and other sums under these conditions and/or Supply Agreement are exclusive of Value Added Tax and the Buyer shall pay to the Company a sum equal to such tax in addition to and at the same time as the prices and/or such other sums.
2.7 The Company’s Price List and the Distributor Price List has been compiled on the basis of Errors and Omissions Excepted (E. & O.E.).
2.8 The Company reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of Goods to reflect an increase in the cost to the Company which is due to any factor beyond the control of the Company (including but not limited to any exceptional trading circumstances or any increase to the Company in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or any failure of the Buyer to give the Company adequate information or instructions.
2.9 If the Goods are ordered incorrectly by the Buyer and where the Company permits the cancellation of the contract then the Buyer will be responsible for any carriage charges incurred in the return and recovery of the Goods by the Company.
3. Orders and Specifications
3.1 No orders submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed by the Company’s authorised representatives. A binding contract shall come into force upon such confirmation being given by the Company.
3.2 The Buyer represents and warrants to the Company that the terms of the order are accurate and that all information relevant to the specification of the Goods and/or Dispensers and their use which is or may be relevant to their manufacture, packaging, storage or transportation by the Company is contained in the Buyer’s order.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Company’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Company).
3.4 If the Company undertakes to have Goods manufactured or any process applied to the Goods in accordance with the Buyer’s patent or specification no responsibility will be accepted in respect of any infringement of any third party’s intellectual property rights, including without limitation, patent rights, trademarks or registered designs. The Buyer will indemnify the Company against any claim whatsoever for damages, costs or any other losses in respect of any proceedings or otherwise resulting from the Company’s compliance with the Buyer’s instructions express or implied.
3.5 Cancellation or modification of any order for Goods made to the Buyer’s specification or in accordance with a special request by the Buyer cannot be accepted once manufacture has commenced.
3.6 Without prejudice to clause 3.5 above, no order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on the terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including costs for all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
3.7 If by any reason or by any circumstances whatsoever beyond the Company’s control, the Company shall be unable to deliver any Goods, the Company may cancel the contract in respect of the Goods affected and any contractual obligations in respect of these Goods shall be wholly discharged.
4.1 Subject to any special terms agreed in writing between the Company and the Buyer, the Company may invoice the Buyer for the price of the Goods on or at any time after the Buyer’s order has been accepted by the Company. Where delivery of the Goods is extended over a period of more than 7 days, the Company may request progress payments in accordance with the amount of work done and/or Goods delivered and the Buyer agrees to make such payments and demands.
4.2 Prospective Buyers wishing to open a credit account are requested to furnish two trade references and one Bankers reference. Credit accounts are opened at the Company’s sole discretion. Until the opening of a credit account has been confirmed a remittance should accompany the Buyer’s order, otherwise delivery may not be made until after the references have proved acceptable and the Company has opened the credit account.
4.3 Unless otherwise stated by the Company either on its quotation or correspondence where credit terms have been agreed terms of payment are strictly net cash payable in accordance with the trading/payment terms agreed in the Supply Agreement.
4.4 If the Buyer does not maintain a credit account with the Company, or where there is no Supply Agreement, the Buyer must pay for the Goods with the order or otherwise before delivery the price of the Goods and, where appropriate the cost of carriage, freight and insurance.
4.5 Payment in full without deduction or set-off on the due date of all sums by the Buyer to the Company under any contract shall be of the essence of the contract.
4.6 If the Buyer fails to make any payment on the due date, or fails to take any delivery of Goods when due, or makes default in or commits any breach of its other obligations to the Company hereunder, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
4.6.1 cancel the contract or suspend any further deliveries to the Buyer; or
4.6.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer); and
4.6.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above National Westminster Bank Plc base rate from time to time, or at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is the higher) until payment in full is made (a part of a month being treated as the full month for the purpose of calculating interest).
4.6.4 The Company shall not be liable for loss of any nature suffered by a Buyer as a result of the application of any provision of this condition nor shall it be a reason for the cancellation by the Buyer of this or any other contract which shall at the Company’s option remain in full force and effect.
4.7 Notwithstanding that credit may have been granted to the Buyer under the contract, the Company shall in its discretion be entitled to retain possession of the Goods or any of them until payment has been received from the Buyer in full. Without prejudice to any other right which the Company may have, the Company shall be entitled to exercise a general lien or right of retention on all Goods in the Company’s possession which are or intended to become the Buyer’s property in regard to all monies (including all debts, damages and/or other sums) due to the Company under any contract whatsoever between the Company and the Buyer. Pursuant to such lien or right the Company shall be entitled without notice to the Buyer to sell all or any of the Goods in any manner and keep the proceeds in diminution of such monies and of all costs and expenses incurred in effecting such sale.
5. Delivery of the Goods
5.1 Subject to clause 5.2 and clause 5.3, and to any special terms agreed in writing between the Company and the Buyer (including but not limited to in a Supply Agreement), delivery of the Goods shall be made by the Company delivering the Goods to the Delivery Address stated in the Buyer’s order.
5.2 Where no Delivery Address is stated in the Buyer’s order, the Buyer shall give written delivery instructions to the Company. If the Buyer fails so to give delivery instructions, the Company may notify the Buyer that the Goods are ready for delivery and if within 7 days of the date of such notice the Buyer fails to collect the Goods or to give delivery instructions for the immediate delivery of the Goods, the Company may at the Buyer’s expense either remove the Goods from its works and cause them to be stored by a third party, or itself store the Goods. The Buyer shall forthwith on demand pay to the Company the amount of all storage charges incurred by the Company to such third party or the Company’s standard storage charges at the rates from time to time prevailing together with all costs, charges and expenses incurred by the Company for the carriage or insurance of the Goods.
5.3 The Company reserves the right to charge the Buyer for any costs, losses, claims or liabilities incurred by it arising from or in connection with any delay in making delivery of any Goods to the Buyer which is caused by the default of the Buyer.
5.4 In addition to any applicable carriage charges that may be due under a Supply Agreement, the Company reserves the right to charge the Buyer for any pallets which are supplied during the delivery of the Goods to the Buyer, and which the Buyer fails to return to the Company within 28 days of such delivery.
5.5 The Company requires at least one working day’s notice from the Buyer if the Buyer wishes to collect Goods from the Company’s premises.
5.6 Any dates quoted for delivery of the Goods are approximately only and the Company shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
5.7 Save as expressly provided at clause 5.8 below, where the delivery of the Goods is to be made by the Company in bulk, the Company reserves the right to deliver up to 10% more or 10% less than the quantity ordered without any adjustment in the price. The quantity so delivered shall be deemed to be the quantity ordered.
5.8 In the case of the Company’s manufactured range of industrial paper products only, the Company reserves the right to deliver Goods which vary by up to 5% more or 5% less of any part of the relevant specification and/or quantity ordered without any adjustment in the price. The Goods (including the quantity of Goods) so delivered shall be deemed to be the Goods ordered.
5.9 Each delivery of Goods in accordance with an order shall be deemed to constitute a separate contract to which these conditions shall, so far as possible, apply and failure to make any delivery shall not terminate the order as to future deliveries.
6. Risk and Property
6.1 Risk of damage to or loss of Goods shall pass to the Buyer:
6.1.1 in the case of Goods to be delivered to the premises stipulated by the Buyer, at the time of delivery, or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of Goods; or
6.1.2 in the case of Goods to be collected at the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection.
6.2 Notwithstanding delivery and the passing of risk in the Goods, the Goods shall remain the absolute property of the Company (which reserves the right to dispose of them) until the Company has received the full price for the Goods and the full price for any other Goods for which payment is due from the Buyer. The provisions of this clause 6 operate without prejudice to the Buyer’s obligations under clause 4 of these conditions.
6.3 Until property in the Goods passes to the Buyer the relationship between the Company and the Buyer shall be that of bailor and bailee and the Buyer shall store the Goods in such a way that they are readily identifiable as the property of the Company.
6.4 If before the property in the Goods passes to the Buyer:
6.4.1 the Goods are altered or other Goods become attached to the Goods or if any part of the Goods is replaced such other Goods or replacement parts shall accede to and form part of the Goods and such attachment and replacement shall not affect the Company’s title as absolute owner of the Goods;
6.4.2 the Goods are sold by the Buyer, such sale or sales shall be deemed to be on behalf of the Company but without imposing any liability on the Company to the sub-purchaser, and the Buyer shall hold such part of the proceeds of sale or rights arising therefrom against the sub-purchaser as represents the sum due to the Company for such Goods as trustee for the Company and the Buyer shall keep such part of the proceeds of such sale separate from its other monies and account to the Company accordingly.
6.5 If payment of the price of the Goods or any part of it is overdue or it appears to the Company that the Buyer is or may be insolvent, the Company may require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, the Buyer shall permit and shall procure permission for the Company to recover and resell the Goods and by its servants or agents enter on the Buyer’s premises (or such other premises where the Goods are stored or situated) for that purpose.
6.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company but if the Buyer does so or purports to do so, all monies owed by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
6.7 The Buyer warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets.
7. Limitation of Liability
7.1 No claim for damage to or loss of the Goods or part thereof in transit will be considered by the Company unless the Buyer:
7.1.1 Despatches written notice to the Company of the damage or shortage within 48 hours of delivery of the Goods or, in the event of loss of the Goods, within 48 hours of the notified date of arrival of the consignment;
7.1.2 Submits a detailed claim in writing to the Company within 48 hours of the date of the notice given under 7.1.1 above; and
7.1.3 Endorses, where applicable, on the carrier’s receipt that the Goods had been accepted without examination.
7.2 Where the Company accepts responsibility under this clause, it may, at its sole option, repair or replace (as the case may be) those of the Goods which are proved to the Company’s satisfaction to have been lost or damaged prior to delivery to the Buyer and this shall be the Buyer’s sole remedy in respect of such matters.
7.3 Save as expressly provided in clause 7.1 and 7.2 the Company will have no liability for any direct or consequential loss arising out of any damage to or loss of Goods in transit.
7.4 Any claim by a Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with any specification or any defect in the services provided by the Company shall (whether or not delivery is refused by the Buyer) be notified to the Company within 48 hours from the date of delivery (or where the defect or failure was not apparent on reasonable inspection) within 48 hours after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and/or services and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered and/or services had been provided in accordance with the contract.
7.5 The Company shall have no liability to the Buyer under these conditions or under any contract:
7.5.1 where payment has not been made by the Buyer by the due date; or
7.5.2 in respect of any defect arising from negligence, abnormal working conditions, failure to follow the manufacturer’s instructions, misuse or alteration of the Goods.
7.6 The Company shall in no circumstances be liable for:
7.6.1 any loss of profits;or
7.6.2 loss of contracts:or
7.6.3 depletion of goodwill or similar losses;or
7.6.4 loss of anticipated savings; or
7.6.5 loss of goods;or
7.6.6 loss of use;or
7.6.7 loss or corruption of data or information;or
7.6.8 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
7.7 Save as expressly provided in these conditions, the Company shall not be liable to the Buyer in negligence.
7.8 These conditions state the full liability of the Company to the Buyer under any contract. The Company hereby expressly excludes (so far as permitted by law) from all contracts any other conditions and warranties, express or implied as to the quality, description or fitness for any particular purpose of the Goods or services or any part thereof, and all other term, condition or duty at common law and any legislation or regulations or otherwise for any damage, costs, expenses or losses or other claims suffered or incurred by the Buyer arising out of or in connection with the supply of or the failure to supply the Goods or the use or resale by the Buyer, except as expressly provided in the contract.
7.9 Where any valid claim in respect 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 Company in accordance with these conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or carry out again the services free of charge, or, at the Company’s sole discretion, refund to the Buyer the price of the Goods or services (or the proportionate part of the price), and the Company shall have no further liability to the Buyer.
7.10 Nothing in these conditions limits or excludes or is intended to limit or exclude the Company’s liability for death or personal injury caused by its negligence or that of its servants, its employees or agents.
7.11 The Company shall not be under any liability for any failure to perform its obligations under any contract to the extent that such performance is prevented or hindered by Acts of God, war, terrorist attacks, riot, sabotage, explosions, strikes, lock-outs, shortages of labour, materials or fuel, fire, storm, flood or any circumstances of any kind whatsoever outside the control of the Company.
8. Insolvency of Buyer and other Termination Events
8.1.1 the Buyer commits a material breach of the Contract and/or the Supply Agreement (which shall include a breach of any minimum purchase or minimum quantity requirement) which is not remedied within fourteen days of notice requiring remedy of such breach; or
8.1.2 the Buyer makes any voluntary arrangement with its creditors (or being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.3 an encumbrancer takes possession, or a receiver or administrator is appointed, of any of the property or assets of the Buyer; or
8.1.4 the Buyer ceases or threatens to cease, to carry on business; or
8.1.5 the Company reasonably apprehends that any of the events mentioned in clauses 8.1.1 to 8.1.3 above is about to occur in relation to the Buyer and notifies the Buyer accordingly. Then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel or terminate the contract (including, without limitation, any Supply Agreement) or suspend any further deliveries under the contract (or any contract between the Company and the Buyer) without any liability to the Buyer, and if the Goods have been delivered or services carried out but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9. Review of Supply Agreement
9.1 From time to time during the course of a Supply Agreement, the parties shall meet to review the operation of the Supply Agreement and in particular shall review the items indicated at clause 15 of the Supply Agreement and the Company’s standard criteria for the provision of Goods.
9.2 The meetings to take place under clause 9.1 above shall occur at such times, dates and locations as are mutually agreeable to the parties.
9.3 Where the Buyer can prove to the Company’s satisfaction that the Company is not meeting certain of the agreed criteria in the operation of the Supply Agreement, the Buyer may inform the Company at such a review meeting of such alleged failure and the Buyer must confirm such allegations by written notice to the Company within 7 days of the relevant review meeting.
9.4 Upon receipt of the Buyer’s written notice under clause 9.3 above, and provided that the Company is satisfied that the Buyer has proved that the Company has failed to meet the agreed criteria in carrying out the Supply Agreement, the Company shall use its reasonable endeavours to rectify the relevant failure within 90 days of the receipt of the Buyer’s notice under clause 9.3 above.
9.5 Where the Company is unable to rectify the relevant failure within 90 days of the written notice, the Buyer shall be entitled to terminate the Supply Agreement by 3 months written notice to the Company, to expire at the end of a calendar month. Nothing in this clause 9 shall affect the limitations on the Company’s liability contained in these conditions.
9.6 The Buyer shall have no right except as expressly provided under this clause 9 to terminate any Supply Agreement.
9.7 Unless either party gives to the other not less than 90 days notice in writing prior to the expiry of the initial term terminating the Supply Agreement, the Supply Agreement shall automatically continue in force thereafter for a further period equal in length to the initial term and commencing immediately on expiry of the initial term.
10. Provision of Dispensers
10.1 The Company may, where expressly agreed with the Buyer in a Supply Agreement or otherwise in writing, provide Dispensers to the Buyer for the duration of the Supply Agreement or for such period as may be specified in writing. Such Dispensers are to be used only in conjunction with the appropriate Goods supplied by the Company under the Supply Agreement.
10.2 The Company shall be entitled to charge the fees set out in the Supply Agreement or agreed in writing to the Buyer in respect of the provision of the Dispensers.
10.3 At all times during the course of the Supply Agreement and until the price for the dispensers is paid in full, the Dispensers shall remain the property of the Company (notwithstanding that they may become affixed to the property of the Buyer). The Buyer shall not do anything to prejudice or jeopardise the rights of the Company in and to such Dispensers.
10.4 During the course of any Supply Agreement, the Buyer shall:
10.4.1 take all reasonable and proper care of the Dispensers and keep the same in good condition and shall indemnify the Company against loss or damage to the Dispensers, however caused;
10.4.2 ensure that any instructions supplied by the Company for use of the Dispensers are fully understood and observed by the Buyer and any other person who will be responsible for use of the Dispensers;
10.4.3 only restock the Dispensers and permit the re-stocking of the Dispensers with Goods supplied by the Company in a proper manner and by persons who are competent and trained to carry out the same;
10.4.4 not make or cause or permit to be made any alteration, amendment, modification or addition to the Dispensers without the Company’s prior approval in writing;
10.4.5 to permit the Company and any person duly authorised by the Company to enter onto any land or premises in which the Dispensers are for the time being situated so as to inspect and/or repair the Dispensers;
10.4.6 not use or permit the use of the Dispensers in contravention of any statutory provision or regulation or in any way contrary to law or for any purpose for which the Dispensers are not designed or are reasonably suitable;
10.4.7 not remove the Dispensers from the location at which they are installed within the Buyer’s premises, and notify the Company in writing of any change of the Buyer’s premises and upon the request of the Company to inform the Company in writing of the whereabouts of the Dispensers;
10.4.8 not to sell or offer for sale, assign, mortgage, pledge, sub-let or lend out the Dispensers or in any way part with possession of the Dispensers or any interest therein but to keep the Dispensers in its own possession, legal and physical or under its control and to prevent the creation of any charge or lien thereon;
10.4.9 if requested by the Company to affix or cause to be affixed to the Dispensers plates or other forms indicating or acknowledging that the Dispensers are the property of the Company and are provided to the Buyer. The Buyer shall ensure that such plates remain so fixed and that the same are conspicuous and at no time removed or obliterated, defaced or covered up.
10.5 During the provision of any Dispensers the Buyer shall at its own expense insure the Dispensers in the joint names of the Company and the Buyer against all loss reasonably available through a reputable insurer for a sum not less than their replacement cost and the Buyer shall on the request of the Company produce copies of such policy and premium receipt to the Company.
10.6 On termination of the Supply Agreement of if the Buyer ceases to purchase goods from the Company or if the Buyer is in breach of any of the provisions of clause 10.4 or 10.5 above or where an event in any Supply Agreement entitles the Company to do so, then notwithstanding any other right or remedy of the Company, the Company shall be entitled to serve written notice on the Buyer specifying the breach or event and requiring the Buyer to purchase the relevant Dispensers from the Company. The price of the Dispensers shall be the full replacement cost prevailing at the date of such notice or and the Buyer shall pay for such Dispensers forthwith, notwithstanding any credit terms granted to the Buyer (whether in accordance with the Supply Agreement or otherwise). Subject thereto, the other provisions of these conditions shall apply (where relevant) to any sale and purchase of any Dispenser under this clause 10.6.
10.7 Provided that the Company has not exercised its rights under clause 10.6 above, the Company before title of the dispensers passes to the buyer or any of the event specified in clause 6.5 occur or if the buyer is in breach of any of the provisions of clause 10.4, 10.5 or
10.8 the Company shall be entitled to recover the dispensers and shall be entitled to enter the Buyers premises in order to effect the same and the Buyer hereby giving the Company the irrevocable right to do so.
11. Installation of Dispensers
11.1 The Company may where expressly agreed with the Buyer in a Supply Agreement or otherwise in writing agree to install the Dispensers (whether sold or otherwise provided to the Buyer) at the Buyer’s premises at the agreed locations and at such times and dates as are mutually agreeable to the parties. Where the parties have signed any Dispenser/equipment installations survey forms the Buyer shall be deemed to have approved the quantity and location of the installation of such Dispensers, and shall be deemed to have given or procured all necessary permissions for the Company to enter the relevant locations/premises for the purpose of installation services.
11.2 Without prejudice to clause 7.2, the Company shall not be required to provide repair services
11.3 The Buyer shall permit the Company access to all relevant locations and shall ensure that the locations are in such condition as to enable the Company to install (and repair if it decides to do so under clause 7.2) the Dispensers on the agreed date and time. The Buyer shall indemnify the Company against all losses, liabilities, damages, costs and expenses (including but not limited to any loss of contracts and/or loss of profits) arising from the Buyer’s failure to comply with this clause in any manner whatsoever.
11.4 Upon the completion of any installation of any Dispensers, the Company shall complete a report and the Buyer shall sign such report approving such works except in the case of manifest error.
11.5 The Company reserves the right to charge for installation and the Buyer shall pay any invoices in respect thereof, in accordance with clause 4 of these conditions.
12.1 No delay, neglect or forbearance on the part of the Company in enforcing against the Buyer any condition hereof shall be or be deemed to be a waiver or in any way prejudice any right of the Company in respect thereof.
12.2 Any notice shall be sent by first class pre-paid post and shall be deemed to have been delivered or served 48 hours after the same shall have been posted in a properly addressed pre-paid envelope and proof of posting shall be sufficient proof of service. The parties may not rely on email notification.
12.3 These conditions or any agreed change to these conditions and any Supply Agreement shall in all respects operate in conformity and be interpreted in accordance with English Law and the parties submit to the jurisdiction of the English Courts.
12.4 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.
12.5 The Buyer shall not be entitled to assign or transfer any of its rights or obligations under any contract with the Company (including, without limitation, a Supply Agreement) without the prior written consent of the Company.
13. Data Protection
13.1 The Buyer gives its consent to the Company for the Company to process its personal data (within the meaning of the Data Protection Act 1998) for the purposes of carrying out its obligations under any contract or preparing to enter into a contract with the Buyer.
13.2 Without prejudice to the general nature of clause 13.1 above, the Buyer expressly gives its consent to the processing of personal data in connection with any credit checks that may be undertaken or requested by the Company under or in connection with any contract or the granting of any credit facilities to the Buyer, including those credit checks that are undertaken by a third party credit reference agency. The Buyer acknowledges that the Company or any credit reference agency may retain for a reasonable time information obtained for or in connection with any credit check, for the purposes of future credit checks for contracts, including contracts entered into with third parties unconnected with the Company, and the Buyer expressly gives its consent to such retention.