Anixter Components
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ANIXTER COMPONENTS – A DIVISION OF ANIXTER LIMITED.
CONDITIONS OF SALE
1. In these Terms the following expressions shall have the following meanings:
"Contract" the contract for the sale and purchase of the Goods made pursuant to these Terms;
"Delivery" delivery of the Goods or any part of them in accordance with these Terms;
"Force Majeure" any circumstances beyond our reasonable control including but not limited to acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, explosions, breakdowns, interruptions of transport, government action and delay in delivery by our suppliers;
"Goods" the products which we have agreed to supply to you pursuant to these Terms;
"Intellectual Property Rights" any patent, utility, model, design right, registered design, know how, show how, trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing;
"Loss" all actions, claims, demands, losses (direct, indirect, consequential or otherwise), expenses, costs, actions and proceedings;
"Price" the price of the Goods as set out on the Site or as otherwise agreed in writing between us;
"Specification" the description of the Goods which may be issued by us to you;
"Site" the web site or web pages whose domain name is http://buyfrom.anixtercomponents.com
"Terms" the terms and conditions set out herein including any special terms and conditions agreed in writing between us;
“Total Cost” the Price less any discount (if applicable) plus any delivery charges and plus any VAT or local equivalent;
“in writing between us” in writing and signed by authorised signatories of both parties.
2. Our acceptance of your order is conditional on:
2.1 receipt of payment of the Total Cost by credit or debit card or your setting up of a credit account with us in accordance with our instructions; and
2.2 our confirmation that your order has been accepted.
3. If your order is accepted by us pursuant to condition 2.2 we will confirm our acceptance by sending an e-mail to you at the address you provide to us when submitting your details.
4. If we notify you that we are unable to accept your order any sum previously debited to us from your credit or debit card will be recredited to your account as soon as possible and in any event within five (5) working days of the date of your order and in such circumstances we shall have no further liability to you.
5. All orders are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by you including without limitation your standard conditions of purchase and/or any provision contained in your order. No modification of these Terms shall be binding upon us unless made in writing by a director of ours.
6. Our prices and other charges are subject to change from time to time.
7. You shall be responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with its terms.
8. The quantity, quality and description of and any Specification for the Goods shall be those set out in your order if accepted by us.
9. Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by one of our directors in writing. In entering the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.
10. Any advice or recommendation given by us or our employees or agents to you as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
11. We shall deliver the Goods ordered by you to the address you provide to us for Delivery at the time you place your order.
12. Unless otherwise agreed in writing between us, the Price does not include the costs of transporting the Goods to you. Where we make arrangements for the Goods to be transported to you shall (unless otherwise agreed in writing between us) be liable to us for any charges in respect of such transport.
13. All sums payable under the Contract are exclusive of Value Added Tax and any other duty or tax (including withholding tax), which shall (if and to the extent applicable) be payable by you at the rate and in the manner from time to time prescribed by law in addition to any other consideration payable. Should you be required by any law or regulation to make any deduction on account of tax or otherwise on any sum payable under the Contract, the sum payable shall be increased by such amount as is necessary to ensure that we receive a sum equal to the amount to be paid under the Contract.
14. The Price includes all packaging costs.
15. Where we agree to extend credit to you for payment in respect of the Goods you shall pay any amount due to us in accordance with the credit terms specified on the Site or in accordance with any terms agreed in writing between us.
16. If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to:
16.1 cancel any credit account of yours opened by us; and
16.2 appropriate any payment made by you to such of the Goods (or any goods supplied under any other contract between us) as we may think fit (notwithstanding any purported appropriation by you); and
16.3 charge interest to accrue on a daily basis at the rate of 4% per annum above the base rate of the Royal Bank of Scotland from time to time in force from the date when payment falls due to the actual date of payment such interest to be paid monthly.
17. Except where insolvency laws provide otherwise you shall not be entitled to withhold or set off payment for Goods for any reason whatsoever.
18. In addition to any right or lien to which we may by law be entitled we shall in the event of your insolvency or your failing to render payment for any Goods supplied by us when due be entitled to a general lien on all goods of yours in our possession for the unpaid price of any Goods sold and delivered by us under the same or any other contract.
19. In addition and without prejudice to our other rights we may on fourteen days' notice to you sell any goods of yours on which we have a lien and shall be deemed your agent for the purposes of effecting such sale. We may apply the proceeds of sale towards the satisfaction of sums due from you without prejudice to our right to recover the balance thereof from you.
20. Any date or period set out in our acceptance of order or which is otherwise specified by us for Delivery is approximate only and time shall not be of the essence for such Delivery. If we are prevented from delivering any Goods at the time provided for Delivery by reason of Force Majeure then the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by us to you as soon as reasonably practicable.
21. Should you fail to take Delivery on or before the date of Delivery we shall be entitled to treat the Contract as repudiated by you and without prejudice to any other right we may have against you we shall be entitled to resell the Goods and shall be entitled to be indemnified by you for any Loss which we suffer.
22. We reserve the right to deliver the Goods by instalments and where we do so each Delivery shall constitute a separate contract and any failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
23. We reserve the right to deliver up to 10% more or 10% less than the quantity of the Goods specified in the Contract and the quantity so delivered shall be deemed to be the quantity ordered. Goods delivered in excess of such tolerance may be rejected by you provided that you serve notice of rejection within 10 working days of Delivery.
24. You agree and undertake that you will keep confidential and will not disclose or use for any purpose (other than to perform your obligations under the Contract) any information of a confidential nature (including trade secrets and information of commercial value) which may be disclosed to you by or on behalf of us. Any plans, drawings, designs, specifications and other materials supplied to you by us shall at all times remain our property and shall be returned to us immediately upon request.
25. The Goods will conform as nearly as is reasonably possible to the dimensions and any photographs stipulated and shown in the relevant Specification but deviations which do not adversely affect the Goods to any material extent shall not affect the Contract or entitle you to cancel the same. Any photographs are provided for illustrative purposes.
25.1 Unless otherwise agreed in writing:
25.1.1 all copyright and design rights in any drawings or designs created by or on our behalf in the performance of the Contract or which otherwise relate to the Goods; and
25.1.2 all Intellectual Property Rights in relation to the Goods and their method of manufacture shall vest in us and remain property of ours notwithstanding the purchase of the Goods by you and you undertake to enter into such agreements or deeds as we shall require to vest any such Intellectual Property Rights as aforesaid.
25.2By supplying the Goods to you we do not confer any right upon you to use any Intellectual Property Rights owned by us without our written permission.
26. Goods supplied in accordance with this Contract may be returned to us only with our prior written permission. Such permission will only be granted if the Goods are of a type which we regularly keep in stock. All returns are subject to a reasonable restocking charge.
YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING PROVISIONS WHICH RELATE TO EXCLUSIONS AND LIMITATIONS UPON OUR LIABILITY
27.
27.1 Subject as expressly provided for herein all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and we shall have no liability to you other than as expressly set out herein.
27.2 Any Specification supplied by us shall be approximate only and for information and guidance only and shall not form part of the Contract.
27.3 You shall be deemed to have inspected the Goods upon Delivery and we shall have no liability to you in relation to damage to the Goods in transit which was apparent on inspection or which would have been apparent on reasonable inspection unless such damage is notified to us in writing within 10 working days of Delivery specifying (in such detail as we shall reasonably require) the damage to the Goods.
27.4 We shall have no liability to you in relation to non-delivery of the Goods unless such non-delivery is notified to us in writing within three working days of the estimated delivery date.
27.5 Where any valid claim in respect of short delivery or non-delivery of or damage to the Goods is notified to us in accordance with these Terms, we shall be entitled to supply goods to remedy any short delivery or non-delivery or damage free of charge or, at our discretion, refund to you the price of the relevant Goods but we shall have no further liability to you.
27.6 Any claim based upon a defect in the quality of the Goods or a failure of the Goods to meet their Specification must be made in writing by you within one month of the date of Delivery of the Goods where the defect or failure was ascertainable by reasonable inspection or where the defect or failure was not ascertainable by reasonable inspection upon Delivery within one month of the date upon which the defect or failure became apparent to you or ought reasonably to have become apparent to you PROVIDED THAT you shall not be entitled to make any claim based upon the quality or condition of the Goods or any failure of the Goods to meet the Specification after the expiration of six months from the date of Delivery of the Goods.
27.7 Notwithstanding any provision to the contrary set out herein our total liability to you under the Contract shall not exceed the total value of the order in relation to which liability arose.
27.8 If any valid claim is made by you in accordance with Condition 29.6 we shall be entitled at our sole discretion to:
27.8.1 replace the defective Goods or parts thereof free of charge; or
27.8.2 refund to you the price (or proportionate price) of the defective Goods; and in either case we shall have no further liability to you.
27.9 We shall have no liability to you under or arising out of or otherwise in connection with the Contract or the supply of Goods by us to you and/or their use or resale by you in contract tort including negligence or breach of statutory duty or by reason of any representation (unless fraudulent) or any implied warranty condition or other terms or any duty at common law or otherwise for loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature or for the costs of recall of any Goods except as may otherwise be expressly provided for in these Terms. Subject to Condition 27.11 the provisions of Condition 27.8 and this 27.9 represent the full extent of our liability with regard to any defect in the Goods or a failure by the Goods to meet specification.
27.10 Notwithstanding any provision of these Conditions we shall have no liability to you in respect of any defect in the quality of the Goods or the failure of the Goods to meet Specification where the defect or failure has arisen as a result of improper storage or any act or omission of yours.
27.11 For the avoidance of doubt nothing herein contained shall be deemed to exclude or restrict our liability for death or personal injury arising due to our negligence or for fraudulent misrepresentation.
28. You shall indemnify us against all Loss suffered by us which arises as a result of the breach by you of any provision of the Contract or your breach of statutory duty or your negligence or the negligence of any of your representatives.
29. The risk in the Goods shall pass to you immediately upon Delivery or if you wrongfully fail to take Delivery of the Goods the time when we have tendered Delivery of the Goods.
30. Until payment by you in full of the Total Cost and any other monies due to us in respect of all other products or services supplied or agreed to be supplied by us to you the property in the Goods shall remain ours and you shall hold the same as the fiduciary agent of and bailee for us and accordingly you shall store the same separately from any items owned by you or any third party and shall appropriately identify and mark the same as being our property and you will insure such Goods for their replacement value with a reputable insurer and note our interest on any policy documents.
31. Until such time as property in the Goods has passed to you (and provided that the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith we or our servants or agents may enter your premises and take possession of any Goods in which property remains ours and remove and dispose of them as we think fit and you shall make no claim against us in respect of such entry and disposal. We shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by you.
32.
32.1 Save as may be otherwise agreed in writing between us where Goods are supplied for export from the United Kingdom we shall not be obliged to give you the notice specified in Section 32(3) of the Sale of Goods Act 1979.
32.2 You shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. In particular, if any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by you, you shall obtain the same at your own expense and if necessary produce evidence of the same to us on demand. Failure to do so shall not entitle you to withhold or delay payment of the Price. Any additional expenses or charges incurred by us resulting from such failure shall be for your account.
33. In addition to any other available rights and remedies, if you shall:
33.1 default in or commit any breach of any of your obligations to us under these Terms; or
33.2 be involved in any legal proceedings in which your solvency is in question or serious doubts shall exist as to your solvency;
then in any such case we shall immediately become entitled (without prejudice to our other claims and rights under the Contract) to suspend the Contract and any outstanding orders for such time as we shall in our absolute discretion think fit or (whether or not notice of such a suspension shall have been given) to treat the Contract and any outstanding orders as wrongfully repudiated by you and forthwith terminate them (either with or without notice to you) and whether or not the Goods have been delivered, the Total Cost and any outstanding balances due or not shall become immediately due and payable notwithstanding any previous agreement to the contrary.
34. We shall not be liable for any failure to observe or breach of the Terms caused by circumstances amounting to a Force Majeure.
35. We shall be entitled to assign or subcontract all or any of our rights and obligations hereunder. You shall not be entitled to assign, transfer, subcontract or otherwise delegate any of your rights or obligations hereunder.
36. Any notice required or permitted to be given by either party to the other under these Terms shall be given in writing at their registered office or principal place of business or such other address as may be notified for such purpose to the party giving notice.
37. No waiver by us of any breach of Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
38. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
39. The parties hereto intend that no term of these Terms may be enforced by any person, entity or body that is not a party to this agreement and for the avoidance of doubt any rights conferred on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other legislation are hereby excluded.
40. Certificates of conformity in respect of the Goods may be issued by us on request by you at a cost stipulated by us.
41. All Contracts shall be governed by English law and the English courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to their enforcement where their jurisdiction shall be non-exclusive.
CONDITIONS OF SALE
1. In these Terms the following expressions shall have the following meanings:
"Contract" the contract for the sale and purchase of the Goods made pursuant to these Terms;
"Delivery" delivery of the Goods or any part of them in accordance with these Terms;
"Force Majeure" any circumstances beyond our reasonable control including but not limited to acts of God, war, riots, civil commotions, strikes, lock-outs, trade disputes, fires, explosions, breakdowns, interruptions of transport, government action and delay in delivery by our suppliers;
"Goods" the products which we have agreed to supply to you pursuant to these Terms;
"Intellectual Property Rights" any patent, utility, model, design right, registered design, know how, show how, trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing;
"Loss" all actions, claims, demands, losses (direct, indirect, consequential or otherwise), expenses, costs, actions and proceedings;
"Price" the price of the Goods as set out on the Site or as otherwise agreed in writing between us;
"Specification" the description of the Goods which may be issued by us to you;
"Site" the web site or web pages whose domain name is http://buyfrom.anixtercomponents.com
"Terms" the terms and conditions set out herein including any special terms and conditions agreed in writing between us;
“Total Cost” the Price less any discount (if applicable) plus any delivery charges and plus any VAT or local equivalent;
“in writing between us” in writing and signed by authorised signatories of both parties.
2. Our acceptance of your order is conditional on:
2.1 receipt of payment of the Total Cost by credit or debit card or your setting up of a credit account with us in accordance with our instructions; and
2.2 our confirmation that your order has been accepted.
3. If your order is accepted by us pursuant to condition 2.2 we will confirm our acceptance by sending an e-mail to you at the address you provide to us when submitting your details.
4. If we notify you that we are unable to accept your order any sum previously debited to us from your credit or debit card will be recredited to your account as soon as possible and in any event within five (5) working days of the date of your order and in such circumstances we shall have no further liability to you.
5. All orders are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by you including without limitation your standard conditions of purchase and/or any provision contained in your order. No modification of these Terms shall be binding upon us unless made in writing by a director of ours.
6. Our prices and other charges are subject to change from time to time.
7. You shall be responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with its terms.
8. The quantity, quality and description of and any Specification for the Goods shall be those set out in your order if accepted by us.
9. Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by one of our directors in writing. In entering the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.
10. Any advice or recommendation given by us or our employees or agents to you as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.
11. We shall deliver the Goods ordered by you to the address you provide to us for Delivery at the time you place your order.
12. Unless otherwise agreed in writing between us, the Price does not include the costs of transporting the Goods to you. Where we make arrangements for the Goods to be transported to you shall (unless otherwise agreed in writing between us) be liable to us for any charges in respect of such transport.
13. All sums payable under the Contract are exclusive of Value Added Tax and any other duty or tax (including withholding tax), which shall (if and to the extent applicable) be payable by you at the rate and in the manner from time to time prescribed by law in addition to any other consideration payable. Should you be required by any law or regulation to make any deduction on account of tax or otherwise on any sum payable under the Contract, the sum payable shall be increased by such amount as is necessary to ensure that we receive a sum equal to the amount to be paid under the Contract.
14. The Price includes all packaging costs.
15. Where we agree to extend credit to you for payment in respect of the Goods you shall pay any amount due to us in accordance with the credit terms specified on the Site or in accordance with any terms agreed in writing between us.
16. If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to:
16.1 cancel any credit account of yours opened by us; and
16.2 appropriate any payment made by you to such of the Goods (or any goods supplied under any other contract between us) as we may think fit (notwithstanding any purported appropriation by you); and
16.3 charge interest to accrue on a daily basis at the rate of 4% per annum above the base rate of the Royal Bank of Scotland from time to time in force from the date when payment falls due to the actual date of payment such interest to be paid monthly.
17. Except where insolvency laws provide otherwise you shall not be entitled to withhold or set off payment for Goods for any reason whatsoever.
18. In addition to any right or lien to which we may by law be entitled we shall in the event of your insolvency or your failing to render payment for any Goods supplied by us when due be entitled to a general lien on all goods of yours in our possession for the unpaid price of any Goods sold and delivered by us under the same or any other contract.
19. In addition and without prejudice to our other rights we may on fourteen days' notice to you sell any goods of yours on which we have a lien and shall be deemed your agent for the purposes of effecting such sale. We may apply the proceeds of sale towards the satisfaction of sums due from you without prejudice to our right to recover the balance thereof from you.
20. Any date or period set out in our acceptance of order or which is otherwise specified by us for Delivery is approximate only and time shall not be of the essence for such Delivery. If we are prevented from delivering any Goods at the time provided for Delivery by reason of Force Majeure then the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by us to you as soon as reasonably practicable.
21. Should you fail to take Delivery on or before the date of Delivery we shall be entitled to treat the Contract as repudiated by you and without prejudice to any other right we may have against you we shall be entitled to resell the Goods and shall be entitled to be indemnified by you for any Loss which we suffer.
22. We reserve the right to deliver the Goods by instalments and where we do so each Delivery shall constitute a separate contract and any failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
23. We reserve the right to deliver up to 10% more or 10% less than the quantity of the Goods specified in the Contract and the quantity so delivered shall be deemed to be the quantity ordered. Goods delivered in excess of such tolerance may be rejected by you provided that you serve notice of rejection within 10 working days of Delivery.
24. You agree and undertake that you will keep confidential and will not disclose or use for any purpose (other than to perform your obligations under the Contract) any information of a confidential nature (including trade secrets and information of commercial value) which may be disclosed to you by or on behalf of us. Any plans, drawings, designs, specifications and other materials supplied to you by us shall at all times remain our property and shall be returned to us immediately upon request.
25. The Goods will conform as nearly as is reasonably possible to the dimensions and any photographs stipulated and shown in the relevant Specification but deviations which do not adversely affect the Goods to any material extent shall not affect the Contract or entitle you to cancel the same. Any photographs are provided for illustrative purposes.
25.1 Unless otherwise agreed in writing:
25.1.1 all copyright and design rights in any drawings or designs created by or on our behalf in the performance of the Contract or which otherwise relate to the Goods; and
25.1.2 all Intellectual Property Rights in relation to the Goods and their method of manufacture shall vest in us and remain property of ours notwithstanding the purchase of the Goods by you and you undertake to enter into such agreements or deeds as we shall require to vest any such Intellectual Property Rights as aforesaid.
25.2By supplying the Goods to you we do not confer any right upon you to use any Intellectual Property Rights owned by us without our written permission.
26. Goods supplied in accordance with this Contract may be returned to us only with our prior written permission. Such permission will only be granted if the Goods are of a type which we regularly keep in stock. All returns are subject to a reasonable restocking charge.
YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING PROVISIONS WHICH RELATE TO EXCLUSIONS AND LIMITATIONS UPON OUR LIABILITY
27.
27.1 Subject as expressly provided for herein all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and we shall have no liability to you other than as expressly set out herein.
27.2 Any Specification supplied by us shall be approximate only and for information and guidance only and shall not form part of the Contract.
27.3 You shall be deemed to have inspected the Goods upon Delivery and we shall have no liability to you in relation to damage to the Goods in transit which was apparent on inspection or which would have been apparent on reasonable inspection unless such damage is notified to us in writing within 10 working days of Delivery specifying (in such detail as we shall reasonably require) the damage to the Goods.
27.4 We shall have no liability to you in relation to non-delivery of the Goods unless such non-delivery is notified to us in writing within three working days of the estimated delivery date.
27.5 Where any valid claim in respect of short delivery or non-delivery of or damage to the Goods is notified to us in accordance with these Terms, we shall be entitled to supply goods to remedy any short delivery or non-delivery or damage free of charge or, at our discretion, refund to you the price of the relevant Goods but we shall have no further liability to you.
27.6 Any claim based upon a defect in the quality of the Goods or a failure of the Goods to meet their Specification must be made in writing by you within one month of the date of Delivery of the Goods where the defect or failure was ascertainable by reasonable inspection or where the defect or failure was not ascertainable by reasonable inspection upon Delivery within one month of the date upon which the defect or failure became apparent to you or ought reasonably to have become apparent to you PROVIDED THAT you shall not be entitled to make any claim based upon the quality or condition of the Goods or any failure of the Goods to meet the Specification after the expiration of six months from the date of Delivery of the Goods.
27.7 Notwithstanding any provision to the contrary set out herein our total liability to you under the Contract shall not exceed the total value of the order in relation to which liability arose.
27.8 If any valid claim is made by you in accordance with Condition 29.6 we shall be entitled at our sole discretion to:
27.8.1 replace the defective Goods or parts thereof free of charge; or
27.8.2 refund to you the price (or proportionate price) of the defective Goods; and in either case we shall have no further liability to you.
27.9 We shall have no liability to you under or arising out of or otherwise in connection with the Contract or the supply of Goods by us to you and/or their use or resale by you in contract tort including negligence or breach of statutory duty or by reason of any representation (unless fraudulent) or any implied warranty condition or other terms or any duty at common law or otherwise for loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature or for the costs of recall of any Goods except as may otherwise be expressly provided for in these Terms. Subject to Condition 27.11 the provisions of Condition 27.8 and this 27.9 represent the full extent of our liability with regard to any defect in the Goods or a failure by the Goods to meet specification.
27.10 Notwithstanding any provision of these Conditions we shall have no liability to you in respect of any defect in the quality of the Goods or the failure of the Goods to meet Specification where the defect or failure has arisen as a result of improper storage or any act or omission of yours.
27.11 For the avoidance of doubt nothing herein contained shall be deemed to exclude or restrict our liability for death or personal injury arising due to our negligence or for fraudulent misrepresentation.
28. You shall indemnify us against all Loss suffered by us which arises as a result of the breach by you of any provision of the Contract or your breach of statutory duty or your negligence or the negligence of any of your representatives.
29. The risk in the Goods shall pass to you immediately upon Delivery or if you wrongfully fail to take Delivery of the Goods the time when we have tendered Delivery of the Goods.
30. Until payment by you in full of the Total Cost and any other monies due to us in respect of all other products or services supplied or agreed to be supplied by us to you the property in the Goods shall remain ours and you shall hold the same as the fiduciary agent of and bailee for us and accordingly you shall store the same separately from any items owned by you or any third party and shall appropriately identify and mark the same as being our property and you will insure such Goods for their replacement value with a reputable insurer and note our interest on any policy documents.
31. Until such time as property in the Goods has passed to you (and provided that the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith we or our servants or agents may enter your premises and take possession of any Goods in which property remains ours and remove and dispose of them as we think fit and you shall make no claim against us in respect of such entry and disposal. We shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by you.
32.
32.1 Save as may be otherwise agreed in writing between us where Goods are supplied for export from the United Kingdom we shall not be obliged to give you the notice specified in Section 32(3) of the Sale of Goods Act 1979.
32.2 You shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. In particular, if any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by you, you shall obtain the same at your own expense and if necessary produce evidence of the same to us on demand. Failure to do so shall not entitle you to withhold or delay payment of the Price. Any additional expenses or charges incurred by us resulting from such failure shall be for your account.
33. In addition to any other available rights and remedies, if you shall:
33.1 default in or commit any breach of any of your obligations to us under these Terms; or
33.2 be involved in any legal proceedings in which your solvency is in question or serious doubts shall exist as to your solvency;
then in any such case we shall immediately become entitled (without prejudice to our other claims and rights under the Contract) to suspend the Contract and any outstanding orders for such time as we shall in our absolute discretion think fit or (whether or not notice of such a suspension shall have been given) to treat the Contract and any outstanding orders as wrongfully repudiated by you and forthwith terminate them (either with or without notice to you) and whether or not the Goods have been delivered, the Total Cost and any outstanding balances due or not shall become immediately due and payable notwithstanding any previous agreement to the contrary.
34. We shall not be liable for any failure to observe or breach of the Terms caused by circumstances amounting to a Force Majeure.
35. We shall be entitled to assign or subcontract all or any of our rights and obligations hereunder. You shall not be entitled to assign, transfer, subcontract or otherwise delegate any of your rights or obligations hereunder.
36. Any notice required or permitted to be given by either party to the other under these Terms shall be given in writing at their registered office or principal place of business or such other address as may be notified for such purpose to the party giving notice.
37. No waiver by us of any breach of Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
38. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
39. The parties hereto intend that no term of these Terms may be enforced by any person, entity or body that is not a party to this agreement and for the avoidance of doubt any rights conferred on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other legislation are hereby excluded.
40. Certificates of conformity in respect of the Goods may be issued by us on request by you at a cost stipulated by us.
41. All Contracts shall be governed by English law and the English courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to their enforcement where their jurisdiction shall be non-exclusive.