Below you will find the Terms & Conditions for use of the BASEC website and our services.
Whilst we endeavour to ensure that information on the BASEC website is correct, we shall not be liable for any damages arising from the use or inability to use the site, any information contained on it or from any action or decision taken as a result of using the site or any such information.
To the maximum extent permitted by applicable law we disclaim liability for all implied or statutory warranties and conditions.
To the maximum extent permitted by applicable law, in no event shall we, nor our employees, affiliates, agents or other representatives, be liable for any special, indirect or consequential damages whatsoever including without limitation damages for loss of profits, loss of confidential or other information, business interruption arising from or in connection with the use of the BASEC website or otherwise in connection with the provision of goods and services under these Terms and Conditions. We do not exclude liability for death or personal injury.
Third Party Sites
Terms and Conditions of Sales
1.1. In these Terms & Conditions
‘BASEC’ means BASEC Group Limited, registered office is at Kiwa House, Malvern View Business Park, Stella Way, Bishops Cleeve, Cheltenham GL52 7DQ, UK. Registered in England, No 13950143.
‘Certification’ means BASEC’s conformity assessment, registration, initial or annual listing or recognition of products, processes, systems or services and ‘Certification Services’, ‘Certificate’ and ‘Certified’ shall be construed accordingly.
‘Certification Services Agreement’ or 'Agreement' means the contract between BASEC and the Customer for the provision of the Services incorporating the Order, these Terms and Conditions, the Product Certification Requirements and the Trademark Licence Agreement’.
‘Confidential Information’ means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed pursuant to this Agreement, except Confidential Information shall not include any information already in the possession of BASEC prior to its disclosure by the Customer or which subsequently comes into its possession free from any obligation of confidentiality, information which is in the public domain and obtained other than through the provision of the Services, information which is necessary to enable BASEC to achieve or maintain approval and / or accreditation, or information which is required by an accreditation body or notification authority to be disclosed.
‘Consumer’ means the person, firm, company or other body that uses the Customer’s product, process, system or service being Certified or tested by the Services.
'Customer' means the person, company, firm or other body seeking the ‘Services’
‘Force Majeure’ means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable careto put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract [including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay
‘Product Certification Requirements’ or ‘PCR’ means the requirements set out in BASEC’s document titled Product Certification Requirements’.
‘Quote’ means the Customer’s order for the Services as set out in the BASEC quotation.
‘Report’ means the report(s) relating to the Services and is intended only for the Customer’s internal use and benefit.
‘Services’ means the provision of certification, listing (as published on BASEC’s website www.basec.org.uk), testing, investigatory works, training or other services as set out in a BASEC quotation, Customer purchase order, or BASEC invoice. The Services may also comprise or include the provision of a Report.
‘Trademark Licence’ means the licence granted to the Customer by BASEC under the Trademark Licence Agreement.
‘Trademark Licence Agreement’ means the licence agreement between BASEC and the Customer.
1.2 The headings in these Terms & Conditions are for convenience only and shall not affect their interpretation.
1.3. Reference to any statute or statutory provision includes a reference to the statute or statutory provisions as from time to time amended, extended or re-enacted.
1.4. The revision status of these Terms & Conditions is stated at the bottom of each page. This revision supersedes all previous revisions, and upon issue to Customers is deemed to be the prevailing Terms & Conditions for all new and existing Agreements.
1.5. These Terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.6. Any quotation given by BASEC shall not constitute an offer and is only valid for a period of 60 days from its date of issue, or as specified in the quotation.
1.7. A contract shall come into existence when both BASEC and the Customer sign the Quote or BASEC issues a written acknowledgement of a Customer’s order for the Services. The continued instruction by the Customer shall also be deemed acceptance of these Terms.
2. Responsibilities of the Customer – Common to all Services
2.1.The Customer shall comply with the Product Certification Requirements.
2.2. The Customer shall, at their own expense, supply BASEC in a timely manner with copies of all documents, materials, information, data and samples necessary to perform the Services, translated into English if necessary.
2.3. The Customer shall ensure the accuracy of all material it provides to BASEC. BASEC shall have no liability for any loss or damage to such documentation or from inaccuracies of this material, however caused.
2.4. The Customer shall fully cooperate with BASEC’s representative and any UKAS representative and give access at all times to the premises, data and other facilities as are required by BASEC to carry out the Services.
2.5. The Customer shall give BASEC at least fourteen clear days’ written notice in the event that the Customer wishes to postpone or cancel any visit or test.
2.6. The Customer shall be liable for all reasonable costs, charges or losses incurred by BASEC due to any cancellation or postponement of services. If less than 30 clear days’ notice is given, the Customer agrees to pay the full fees. If cancellation is made between 30 and 60 days prior to commencement then 50% of fee is payable but all travel costs already incurred; greater than 60 days prior to commencement then an administration charge of 15% shall apply, plus all travel costs already incurred.
2.7. If BASEC’s performance of its obligations is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, BASEC shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
2.8.The Customer shall ensure that BASEC representatives are accompanied at all times by a Customer representative. The Customer’s representative shall operate any equipment or machinery including computer terminals to access information, except as required by BASEC and agreed in writing by BASEC.
2.9.The Customer shall notify BASEC of any changes to its contact details or legal entity status, including ownership, within 7 days of the change (subject to clause 11 below).
For product, process and system certification schemes
2.10. Unless otherwise agreed the Customer shall:
Unless otherwise agreed the Customer shall:
2.10.1. provide the Consumer with adequate instructions for the proper siting, installation, maintenance, and operation and, where required by law, disposal of the product (or system)
2.10.2 at its own cost provide BASEC with samples, or access to samples, of Certified product (or system) which are representative of current production methods for re-examination or re- assessment to such location as BASEC directs.
2.10.3keep adequate records to permit the Consumer and BASEC to trace a product and to allow a product, (process or system) recall being affected.
2.11. The Customer shall manufacture the product or provide the process, system or service as Certified by BASEC and shall not make any changes which may affect the quality or performance of the product, process, system or service without the prior written approval from BASEC.
2.12.In the event the Customer becomes aware of any shortfall in the performance of the product, process, system or service, howsoever caused, the Customer shall inform BASEC immediately and shall follow BASEC’s instructions as to how to proceed.
2.13.Where required by the Certification Services Agreement the Customer shall permit periodic audits, as specified by BASEC, and provide access to the facilities identified on certificates issued by BASEC for the maintenance of any Certification.
2.14.Where required by the Agreement audits shall also be undertaken at organisational and/or installation locations identified by the Customer.
2.15. The Customer shall maintain a record of complaints, failures and remedial actions taken.
2.16. The Customer may only use the BASEC Certification marks and/or notified body number and/or claim Certification for the manufacture of product or for the provision of the process, system, or service identified on valid certificates issued by BASEC and in accordance with the Trademark Licence Agreement.
2.17. If the product, process, system, or service ceases to be certified by BASEC, then the Customer shall cease using and remove or obliterate any mark and/or notified body number from the product, service and/or from any promotional material.
2.18. The Customer shall not supply any product, process or system which does not conform to the requirements set out in the Certification Services Agreement.
2.19. The Customer shall not, without BASEC’s written permission, alter, modify, deface or destroy the Certificate.
2.20. The Customer may publicise the fact that Certification has been granted and use the Certificate as evidence of Certification. The Customer may copy the Certificate provided that each copy is clearly identified as a copy.
For testing (not related to Certification)
2.23. The Customer shall be responsible at its own expense for delivering the products or materials for testing to such premises as BASEC directs. The Customer acknowledges that products and materials may be tested to destruction and BASEC shall have no liability to the Customer in this respect. Unless agreed otherwise in writing, samples submitted for testing shall become the property of BASEC on delivery to BASEC and BASEC may dispose of them at its discretion.
2.24.The Customer shall be responsible for any delays in testing resulting from any material, products, documentation and/or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any fault of the Customer that results in extended occupation of a test rig or equipment or significant delays to other projects. The Customer shall be responsible for all reasonable costs, charges or losses incurred by BASEC by reason of such delays.
2.25. The Customer shall not identify the product as Certified or approved by or use the name of BASEC or make any reference to any test or Report or Service for any advertising, sales or promotional purpose or through any use whatsoever that could imply certification by BASEC unless or until it has been certified.
2.26.Unless required by law, or with BASEC’s written permission, the Customer shall not reproduce or distribute any Report to any external third party and when permitted, only in its entirety and without any change, deletion or addition to it.
2.27. The Customer must notify BASEC immediately if it becomes aware of any unauthorised use of the whole or any part of the Report.
3. Rights and Responsibilities of BASEC
3.1. BASEC will only grant Certification when the Customer has demonstrated compliance with all necessary requirements under the certification being obtained. BASEC may at any time and at its sole discretion make changes to the Certification Services rules and requirements which are necessary to comply with any applicable safety or other statutory requirements, or which are necessary to comply changes in legislation or with the relevant standards or where necessary to meet the requirements of the relevant accreditation authority and the Customer shall comply with such changes as soon as reasonably practicable after notification of such changes.
3.2.BASEC reserves the right in its sole judgement to change or revise its rules, standards, criteria, methods or procedures, however, reasonable notice will be given to the Customer such that continued conformance with BASEC’s requirements is practicable.
3.3. Subject to clause 3.4 BASEC, its employees and agents agree to maintain as confidential and not to use or disclose to any third party any Confidential Information obtained from the Customer in connection with the Services without the consent of the Customer except where it is necessary to enable BASEC to perform the Services or as required by law.
3.4. BASEC reserves the right, having served due notice, and in its sole discretion to disclose Confidential Information to appropriate parties where, in BASEC’s view, public safety may become at risk or where the reputation of BASEC may be materially prejudiced.
4.1.The Customer shall pay to BASEC the fees set out in the Quote or as otherwise advised by BASEC.
4.2.All fees quoted to the Customer for the provision of the Services are exclusive of any value added tax, or duties for which the Customer shall be additionally liable at the prevailing rates.
4.3.Initial assessments, testing, investigatory works and training will not commence or be conducted until payment has been received in full.
4.4.All fees quoted and invoiced to the Customer represents the minimum charge and no credit is given for shortfall of samples, mix of samples provided, and any lack of customer production against certificates.
4.5.The Customer shall reimburse BASEC for any expenses incurred by BASEC relating to the provision of the Services and accepts that it is wholly responsible for any freight, customs duty or customs clearance fees relating to any test samples. The Customer will reimburse BASEC costs incurred for travel, hotels and subsistence where costs are not paid directly by the Customer.
4.6.All sums payable to BASEC shall be paid by the Customer (together with any applicable value added tax, and without any set-off or other deduction) within 7 days of receipt of BASEC’s invoice.
4.7.If payment is not received by the due date, BASEC may suspend or withdraw the provision of the Services and any associated work including the completion of Reports and may exercise its statutory right to claim interest and compensation for debt recovery under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
4.8. The Customer agrees that, should they not meet their obligations under a Certification Agreement, e.g. non- provision of samples for testing, then BASEC has the right to retain monies pre-paid and/or charge an administration fee.
4.9. The fees are subject to an annual price increase as communicated by BASEC.
4.10. All sums payable to BASEC under an Agreement shall become due immediately on termination of the Agreement, despite any other provision.
5. Health & Safety
5.1. Where BASEC is required to access the Customer’s organisation for the purposes of carrying out the Services then the Customer shall provide unhindered access to all relevant working facilities required by BASEC and shall provide safe access and a safe working environment which complies with all health and safety law requirements.
5.2.The Customer agrees to make full and immediate written disclosure to BASEC of all relevant information concerning any defect or any potential hazard of the product or material being handled or tested when submitting it for testing or as soon as they become aware of it
6. Trade Marks
6.1. BASEC grants to the Customer a Trademark Licence in accordance with the Trademark Licence Agreement.
6.2.The Customer shall comply with all of its obligations set out in the Trademark Licence Agreement.
7. Warranties and Liabilities
7.1. BASEC shall provide the Services with reasonable care and skill.
7.2. BASEC shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation, arising from any material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
7.3.Nothing in these Terms limits or excludes BASEC’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.
7.4Subject to clause 7.3, BASEC shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement (whether direct or indirect) for: loss of profits; loss of sales or business or opportunity; loss of agreements or contracts; loss of anticipated savings; loss of or damage to reputation or goodwill; loss of use or corruption of software, data or information; or any special, indirect or consequential loss.
7.5 Subject to clauses7.3 and 7.4, BASEC’s total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with an Agreement shall be limited to the amount which has actually been paid by the Customer to BASEC for the provision of the Services under that Agreement.
7.6 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
7.7. BASEC shall use reasonable endeavors to meet the timescales set out in the Agreement but time shall not be of the essence and BASEC shall not be liable for any losses arising from any delay.
7.8. The Customer acknowledges that Certification does not imply or express any warranty of any kind with respect to the Customer’s product or service. The Customer acknowledges that it is solely responsible for the suitability of any Certified product or service for any purpose, for defects or for failure in service. In addition, BASEC shall not be liable for any claim that the Customer’s product or service infringes the intellectual property rights of any third party.
7.9. The Customer agrees to indemnify BASEC against any losses suffered by or claims made against BASEC as a result of any breach by the Customer of the Agreement including, but not limited to, misuse by the Customer of any Certification granted by BASEC under this Agreement.
8. Force Majeure
8.1. Neither party shall be liable to the other for any delay in performing or failure to perform any obligation due to Force Majeure.
8.2.A party whose performance is affected by such a Force Majeure event shall promptly notify the other party in writing of the events and likely duration.
8.3. If due to Force Majeure a party is or shall be unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuing period of sixty (60) days then either party may terminate this Agreement by giving at least ten (10) days’ written notice to the other party.
9.1. This Certification Services Agreement may be terminated pursuant to this clause 9.
9.2. On termination of this Certification Services Agreement for whatever reason any Certification granted under this Agreement shall immediately cease to be valid.
9.3. Either party may terminate this Certification Services Agreement by giving 90 days’ notice in writing to the other.
9.4. Without prejudice to any other rights, BASEC may immediately suspend or withdraw any Certification due to unsatisfactory performance, unsatisfactory results in meeting requirements of re-examination, unsatisfactory quality system or non-conformance with any part of this Agreement (including non-payment of any fees due).
9.5. Without prejudice to any other rights, either party may terminate the Agreement immediately by notice in writing to the other if the other:
9.5.1. commits a breach of the Agreement which, in the case of a breach capable of remedy, has not been remedied within 14 days of being notified in writing to do so;
9.5.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
9.6. On termination or expiry of the Agreement:
9.6.1. the Customer shall immediately pay to BASEC all of the outstanding unpaid fees and interest and, in respect of Services supplied but for which no invoice has been submitted, BASEC may submit an invoice, which shall be payable immediately on receipt;
9.6.2. all clauses which are expressed or implied to continue shall continue in force.
9.7. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
For the avoidance of doubt, in the event that a conflict in interpretation exists between the rules and requirements of the PCR and BASEC’s Terms and Conditions for Service then the requirements of the Terms and Conditions for Service will have precedence.
12. No Partnership of Agency
12.1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.1. BASEC may at any time assign, transfer, sub-contract or deal in any other manner with any or all of its rights under the Agreement. The Customer shall not assign, transfer, sub-contract or in any other manner make over to any third party the benefit of the Agreement, without the prior written consent of BASEC. The Customer hereby provides BASEC with irrevocable consent to novate all rights and obligations of BASEC under the Agreement to a subsidiary or other member of BASEC’s Group at any time. BASEC shall notify the Customer in writing 14 days before the effective date of any such novation, identifying the member of BASEC’s Group to which the Agreement will novate (“Incoming Party”) and the effective date of the novation (“Novation Date”). With effect from the Novation Date, the following shall apply:
(a) BASEC transfers all its rights and obligations under the Agreement to the Incoming Party, provided the Incoming Party has entered into a written agreement with BASEC pursuant to which it agrees to perform the Agreement and be bound by its terms in every way as if it were the original party to it in place of BASEC.
b)The Incoming Party shall enjoy all the rights and benefits of BASEC under the Agreement.
c) The Customer agrees to perform the Agreement and be bound by its terms in every way as if the Incoming Party were the original party to it in place of BASEC.
d) All references to BASEC in the Agreement shall be read and construed as references to the Incoming Party.
(e) The Customer appoints BASEC as its agent to execute in its name and on its behalf any documents necessary for BASEC to give full legal effect to the novation.
(f) Insofar as necessary, the Customer ratifies and confirms, and agrees to ratify and confirm, anything that BASEC acting as its agent under this clause 13 may do in the proper and lawful exercise, or purported exercise, of its right to novate the Agreement to the Incoming Party.
The Customer shall use its reasonable endeavours to execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this clause 13 within 30 days after a written request from BASEC.
14. Third parties
Save as expressly provided in this agreement, no term shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party (being any person other than the parties, their permitted successors and assignees).
15. Entire Agreement
An Agreement embodies and sets out the entire agreement and understanding of the parties and supersedes all prior oral or written agreements understandings or arrangements relating to the subject matter of the Agreement. Neither party shall be entitled to rely on any understanding or arrangement, which is not expressively set out in the Agreement.
No failure or delay on the part of either party to exercise any right or remedy under the Agreement shall be constructed as or operate as a waiver nor shall any single or patrial exercise of any right or remedy, as the case may be. The rights and remedies provided in these Terms are cumulative and are not exclusive of any rights or remedies provided by law.
17.1. A notice to be given in relation to the Agreement shall be in writing and may be delivered personally or by sending it by pre-paid first class post to the intended recipient’s address as set out in the Agreement or to any other address notified in writing by that party or by email to an appointed email address. A notice delivered personally shall be deemed to have been served on delivery. A notice sent by post shall be deemed to have been served at an address within the United Kingdom at the expiry of 48 hours from the date of posting and at an address outside the United Kingdom at the expiry of 72 hours from the date of posting. Notice given via email will be deemed to have been served when a confirmation email is received.
17.2. This clause does not apply to the service of any proceedings or any other documents in any legal action or, where applicable, any arbitration or any other method of dispute resolution.
Any dispute or difference, other than non-payment of fees, arising out of or in connection with this Agreement shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators.
If any provision of the Agreement is held to be invalid or unenforceable such provision shall be deemed to be served from the Agreement and the remaining provisions shall remain in force.
20. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with English Law and the parties herby submit to the exclusive jurisdiction of the English courts.
CF013 - Issue 8
Issue date: 18-04-2023
Terms and Condition of Purchases
a) All goods and services specified on this order are subject to the conditions specified on the order and below, these conditions shall have precedence over any of the supplier’s conditions of sale, whether notified to the company before or after the date hereof. In particular any conditions of sale printed on any acknowledgement or acceptance of order made in response to the Order shall be of no effect.
b) All prices quoted on this Order are to be regarded as fixed for the term of the Order irrespective of actual delivery dates of goods, or performance date(s) of services, or other circumstances.
i) “Goods” shall mean the articles and things, tangible or intangible or any part of them described in the Order
ii) “Services” shall mean any services or facilities, or any part thereof described in the order and provided to the Purchaser
iii) “The Company” ‘means BASEC Group Limited, registered office is at Kiwa House, Malvern View Business Park, Bishops Cleeve, Cheltenham GL52 7DQ, UK. Registered in England, No 13950143.
iv) “The Supplier” shall mean the organisation/person or other legal entity with which the Order is placed.
v) “Order” shall mean the Purchaser’s purchase order document and, where used, specification.
vi) “Group” shall mean, in relation to the Company, any subsidiary or holding company from time to time of the Company, and any subsidiary from time to time of a holding company of the Company.
vii) ‘Agreement’ shall mean the contract between the Company and the Supplier for the provision of Goods or Services incorporating the Order and these Terms and Conditions.
i) All goods and services supplied must conform to the requirements of the order and to the Company’s specification as detailed on or with the Order and be fit for purpose.
ii) All Goods supplied and workmanship must be to the Company’s satisfaction. Services must be supplied and performed in a professional manner and to the Company’s satisfaction.
iii) The Supplier warrants that the design, construction, quality and performance of the items and/or the Services to be supplied under this Order comply in all respects with the relevant requirements of the Order and of any statute, statutory rule or Order, or other instrument having the force of law which may be in force at the time when the same are supplied.
iv) The Company reserve the right to break the seal of any items supplied under warranty, without prejudice to that warranty, in order to establish the cause of non-performance or to establish that the goods/services are in conformance with each other.
4. Assignment & Subcontracting
i) This order may not be assigned, by the supplier, to any other party without written permission of the Company.
ii) Work is not to be subcontracted unless previously agreed with the Company.
iii) The Company may at any time assign, transfer, sub-contract or deal in any other manner with any or all of its rights under the Agreement. The Supplier shall not assign, transfer, sub-contract or in any other manner make over to any third party the benefit of the Agreement, without the prior written consent of the Company. The Supplier hereby provides the Company with irrevocable consent to novate all rights and obligations of the Company under the Agreement to a subsidiary or other member of the Company’s Group at any time. The Company shall notify the Supplier in writing 14 days before the effective date of any such novation, identifying the member of the Company’s Group to which the Agreement will novate (“Incoming Party”) and the effective date of the novation (“Novation Date”). With effect from the Novation Date, the following shall apply:
a)The Company transfers all its rights and obligations under the Agreement to the Incoming Party, provided the Incoming Party has entered into a written agreement with the Company pursuant to which it agrees to perform the Agreement and be bound by its terms in every way as if it were the original party to it in place of the Company.
b) The Incoming Party shall enjoy all the rights and benefits of the Company under the Agreement.
c) The Supplier agrees to perform the Agreement and be bound by its terms in every way as if the Incoming Party were the original party to it in place of the Company.
d) All references to the Company in the Agreement shall be read and construed as references to the Incoming Party.
e) The Supplier appoints the Company as its agent to execute in its name and on its behalf any documents necessary for the Company to give full legal effect to the novation.
f) Insofar as necessary, the Supplier ratifies and confirms, and agrees to ratify and confirm, anything that the Company acting as its agent under this clause 4(iv) may do in the proper and lawful exercise, or purported exercise, of its right to novate the Agreement to the Incoming Party.
g) The Supplier shall use its reasonable endeavours to execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this clause 4(iv) within 30 days after a written request from the Company.
i) All Goods & Services ordered shall be properly packed and delivery carriage paid (unless specifically agreed that carriage is chargeable to the company), to the address named in the Order. Until such time as delivery has been affected by the Supplier and Goods accepted by the Company, the Goods remain at the sole risk of the Supplier. If, after inspection by the Company, the Goods are rejected by the Company as not being in accordance with its Order or as being defective in any way, such Goods shall after notice to the Supplier, be held by the Company at the Supplier’s risk and returnable at the Suppliers expense.
ii) Time of delivery is of the essence of the contract and where the time of delivery is specified, no deviation is allowed without the express written consent of the Company.
iii) The Supplier shall straightaway notify the Company of any apprehended delay in delivery, dispatch or completion of goods or services described in the Order and, without prejudice to the Company’s rights and remedies under the Contract or at law, the Company shall also be entitled to terminate the Contract if delay in delivery or despatch or completion of goods or services exceeds 28 days from the time contracted for delivery dispatch or completion of goods or services, as the case may be.
iv) Should the Company’s normal course of business be disorganised, interrupted, restricted, hindered or delayed by any industrial dispute or by any cause beyond its control, it shall be entitled to direct that delivery of the Goods or Services, or any part thereof shall be postponed without compensation to the Supplier or any sub- contractor of Supplier until after the end of the disorganisation accordingly.
Packing material should not be returnable unless their return has been asked for in writing by the Supplier at or before the time of delivery and they are charged as a separate item on the invoice.
Prices shown on the Order shall be fixed and firm unless otherwise agreed in writing by the Company.
Unless otherwise agreed in writing by the Company, payment becomes due for the Goods on the last day of the calendar month following the date of acceptance of the Goods, or receipt of the invoice, if later. Provided that the payment is made within the time specified above the Company shall be entitled to all discount privileges.
9. Provision of Work or Services
Where the term “Goods” means work or services being provided on the Company’s or the Company’s Clients premises, the Supplier shall:
i) Maintain adequate insurance to cover its liability in respect of personal injury, death or damage to property arising out of or in the course of the work or services, the subjects of the Order. The amount of such insurance cover will in no case be less than the sum of £1,000,000 in any one incident unless otherwise agreed in writing between the parties and such insurance shall be placed with a reputable insurance office. The Supplier shall ensure that such policy of insurance shall extend to include the Company’s interest in principals. The Supplier will produce all relevant policies of insurance and receipts for premiums to the Company when requested.
ii) maintain adequate Employer’s Liability insurance with a reputable insurance office and will produce all relevant policies and receipts for premiums to the Company when requested.
iii) indemnify the Company against any costs, claims or demands in respect of personal injury, death or damage to property arising out of, or in the course of works and services which are caused by the act or neglect of the Supplier, its employees, servants or agents; and
iv) ensure that it’s employees, servants and agents have read and comply with site or other regulations including the rules governing health and safety at work. The company may demand that the Supplier remove from any site any person who fails to comply with such regulations. The Company will notify the Suppler of any relevant rules and regulations on request from the Supplier.
If the Supplier becomes bankrupt or goes into liquidation or makes any composition with its creditors or if a Receiver or any of its assets is appointed the Company may either:
a) cancel the Order summarily by notice in writing without compensation to the Supplier; or
b) give any such Receiver or Liquidator or other person the option of carrying out the order.
All orders placed by the Company are strictly confidential. The Supplier must not publish or cause to be published by any means whatsoever any details concerning the Goods or Services without the previous consent, in writing, of the Company.
Any information deriving therefrom or otherwise communicated to the Supplier in connection with any Order shall be regarded as confidential and shall not be made use of or divulged by the Supplier to any third party without the prior written consent of the Company.
The Supplier shall ensure that its Employees, servants or agents are informed of the provisions of this clause and that such employees servants or agents shall be bound by the terms hereof in the same way as the Supplier.
The Supplier shall fully indemnify the Company against any breach of the conditions of this clause whether by itself, its employees, servants or agents.
12. Applicable Law
These terms are governed by the laws of England and are subject to the exclusive jurisdiction of the English Courts.
Any disputes or differences which cannot be resolved between the parties shall be referred to an arbitrator to be appointed by mutual agreement between the parties, or failing agreement, to be appointed by the President for the time being of the Law Society. The provisions of the Arbitration Act 1960 or any subsequent amendment or re- enactment thereof shall apply to such arbitration.
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