1 Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2 Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order to the Customer, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 (thirty) days from its date of issue, unless a different period is expressly set out by the Supplier in the quotation and in which case that different validity period shall apply.
3 Goods
3.1 The Goods are described in general terms on the Supplier's website and are as particularised in, and/or modified by, any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer warrants that any such Specification shall not infringe any third party intellectual property rights and the Customer shall indemnify the Supplier in full and on demand against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4 Delivery
4.1 The Supplier shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, and the type and quantity of the Goods (including the code number of the Goods, where applicable); and
4.1.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note; and the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request and returns of such packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall (or shall arrange for a third-party carrier to collect the Goods from the Supplier and) deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 The Customer shall take delivery of the Goods at the Delivery Location on the date of delivery.
4.4 Delivery is completed when the Supplier (or the third-party carrier on the Supplier's behalf) places the Goods at the Customer's disposal at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any early delivery of the Goods, or any delay in delivery of the Goods which may be caused by a Force Majeure Event, or the Customer's failure to provide the Supplier with adequate delivery instructions, or any other instructions that are relevant to the supply of the Goods.
4.6 Delays in the delivery of any Goods shall not entitle the Customer to refuse to take delivery of such Goods, or claim damages, or terminate the agreement (save in respect of clause 11); and the Supplier shall have no liability for any failure or delay in delivering the Goods to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations in accordance with these Conditions.
4.7 If the Supplier (or the third-party carrier on the Supplier's behalf) fails to deliver the Goods, the Supplier's liability shall be limited to either (at the Supplier's option): (i) replacing the Goods within a reasonable time, or (ii) issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If the Customer fails to take delivery of the Goods within five (5) Business Days of the Supplier (or the third party carrier on the Supplier's behalf) notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.8.1 delivery of the Goods shall be deemed to have been completed at 09.00 am on the third Business Day after the day on which the Supplier (or the third-party carrier on the Supplier's behalf) notified the Customer that the Goods were ready; and
4.8.2 the Supplier (or the third-party courier on the Supplier's behalf) shall store the Goods until actual delivery takes place, and the Supplier shall charge the Customer for all related costs and expenses (including insurance).
4.9 If ten (10) Business Days after the day on which the Customer is notified that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.10 If the Supplier (or the third party carrier on the Supplier's behalf) delivers up to and including 5% more or less than the quantity of Goods ordered at the Delivery Location, the Customer may not reject them, and on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.11 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery, or defect in an instalment, shall not entitle the Customer to cancel any other instalment.
4.12 Unless otherwise agreed in writing between the Supplier and the Customer at least one (1) Business Day prior to the shipment of the Order, all Orders within the UK and exported from the UK, shall be "Free Carrier" (FCA), Delivery Location (Incoterms® 2020 Rules).
4.13 The Supplier will seek to obtain any necessary export/import licence (if applicable) to effect the delivery of the Goods at the Delivery Location, but shall not be under any obligation or liability in respect of any delay or failure in obtaining any such licence, or any delay or failure in the delivery of the Goods arising out of any delay or failure in obtaining any such licence.
5 Quality
5.1 The Supplier warrants that on delivery, and for a period of 12 (twelve) months from the date of delivery (Warranty Period), the Goods shall:
5.1.1 conform in all material respects with their description or any applicable Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 The Supplier shall use reasonable endeavours to ensure the accuracy of technical data and information relating to the Goods and, save as required by law, the Supplier accepts no liability in contract, tort of otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or information.
5.3 The Supplier shall inspect the Goods and, save for any issues arising pursuant to clause 5.4 during the Warranty Period, notify the Customer of any defects or other non-conformance within five (5) Business Days from the date of delivery.
5.4 Subject clause 5.5, if:
5.4.1 the Customer gives notice in writing to the Supplier during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
5.4.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.4.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost (unless otherwise agreed in writing with the Supplier) in accordance with clause 5.5, the Supplier shall, at its option test and return any non-defective Goods to the Customer pursuant to clause 5.6, or replace the defective Goods, or refund the price of the defective Goods in full.
5.5 Where Goods are to be returned to the Supplier in accordance with clause 5.4, or due to a cancellation pursuant to clause 8.2, the Customer must:
5.5.1 obtain a returns merchandise authorisation (RMA) number from the Supplier (or follow such other reasonable returns process as the Supplier may stipulate in writing to the Customer); and
5.5.2 return the Goods within one (1) week of the RMA number being issued by the Supplier, along with a written statement setting out the reason for the return; and
5.5.3 ensure that the storage, handling and packaging before and during return of the Goods is appropriate for the Goods' mechanical, electrical and environmental requirements and that Goods are received by the Supplier in the same condition as when delivered to the Customer.
5.6 Upon testing the Goods returned by the Customer to the Supplier in accordance with clauses 5.4 and 5.5, if the Supplier determines, to its reasonable satisfaction, that the relevant Goods are not defective, or that any defect in the Goods has been caused by the Customer, the Supplier will return the relevant Goods to the Customer at the Customer's cost and subject to a minimum testing charge of 15% of the applicable invoice plus VAT.
5.7 Goods shall only be considered defective for the purposes of these Conditions if such Goods are not in accordance with a Specification accepted in writing by the Supplier or (if in the absence of any such Specification, or to the extent that such Specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the Goods) the Goods do not conform to the Supplier’s published information (if any), or otherwise to the standards which the Supplier considers normal or usual for products of the kind sold at a similar price.
5.8 The Customer acknowledges and agrees that notwithstanding that any Specification must be agreed in writing by the Supplier, the Supplier is not in a position to know or ensure that a Specification provided by the Customer is correct and/or sufficient for the purposes intended by the Customer; and that therefore, provided the Goods provided by the Supplier meet such a Specification, the Supplier is not responsible or liable for the extent to which such Goods are not correct and/or sufficient for the purposes intended by the Customer.
5.9 In the case of Goods returned or replaced by the Supplier, the dates of the Warranty Period shall remain and shall apply unchanged as if the Goods were not returned or replaced.
5.10 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
5.10.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.4.1; or
5.10.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use, operation and/or maintenance of the Goods, or (if there are none) good trade practice regarding the same; or
5.10.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; or
5.10.4 the Customer alters or repairs such Goods without the prior written consent of the Supplier; or
5.10.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.10.6 the Goods differ from their description (including any Specification) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.11 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.12 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.13 These Conditions shall apply to any replacement Goods supplied by the Supplier.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery of the Goods.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
6.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
6.3.5.1 the Goods; and
6.3.5.2 the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
6.5.1 by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use the Goods in the ordinary course of its business; and
6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover such Goods.
7 Price and payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time up to one (1) Business Day before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 The price of the Goods quoted:
7.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.3.2 excludes the costs and charges of transport of the Goods, which shall be an additional charge and invoiced to the Customer.
7.4 The Supplier will invoice the Customer for the Goods on dispatch of the Goods (except where the Supplier stipulates that the Goods are being supplied to the Customer on a pro-forma basis).
7.5 The Customer shall pay each invoice submitted by the Supplier:
7.5.1 within 30 (thirty) days of the date of the invoice (unless a different period is expressly set out by the Supplier on the invoice and in which case that different period shall apply; and
7.5.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.8 In the event that at any time any sum of money becomes payable by the Supplier to the Customer under or in connection with the Contract (or any breach thereof by the Supplier), the Supplier shall be entitled in addition to any rights of set-off conferred by law, to set-off against such sum any amount then due, or which may at any time thereafter become due, to the Supplier from the Customer under the Contract or any other contract, order or transaction between the Supplier and the Customer.
8 Cancellations and returns
8.1 All "Made-to-Order" (MTO) Goods are "Non-returnable and Non-cancellable" (NCNR). Any request for the cancellation of any MTO Goods is not accepted.
8.2 Any request for the cancellation of an Order which relates to non-MTO Goods, may be accepted in writing by the Supplier in its sole and absolute discretion, if at all. If the Supplier accepts any such cancellation, or part cancellation of the Contract, the Supplier reserves the right to charge up to 20% of the total Contract price of the cancelled items to the Customer.
9 Limitation of liability
9.1 The limits and exclusions in this clause reflect the insurance cover available to the Supplier, and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods, or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.3.1 death or personal injury caused by negligence;
9.3.2 fraud or fraudulent misrepresentation;
9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.3.4 defective products under the Consumer Protection Act 1987.
9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall be limited to the applicable Contract price.
9.5 Subject to clause 9.3, the following types of loss are wholly excluded:
9.5.1 loss of profits;
9.5.2 loss of sales or business;
9.5.3 loss of agreements or contracts;
9.5.4 loss of anticipated savings;
9.5.5 loss of use or corruption of software, data or information;
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 This clause 9 shall survive termination of the Contract.
10 Termination
10.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) Business Days of that party being notified in writing to do so;
10.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11 Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for twelve (12) weeks, the party not affected may terminate the Contract by giving 20 (twenty) Business Days' written notice to the affected party.
12 General
12.1 Assignment and other dealings.
12.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Confidentiality.
12.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of one (1) year after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.2.
12.2.2 Each party may disclose the other party's confidential information:
12.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract; and each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
12.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 Entire agreement.
12.3.1 The Contract constitutes the entire agreement between the parties.
12.3.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver.
12.5.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
12.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.7 Electronic Communications.
12.7.1 The Customer may be required by the Supplier to provide a valid email address to the Supplier when placing the Order or at a later date, which the Supplier is entitled to use to communicate with the Customer regarding the status of the Order, the delivery of the Goods, to serve notices pursuant to clause 12.8, or to provide other communications relating to the Order or this Contract.
12.7.2 The Customer must notify the Supplier in writing of any change to the email address provided to the Supplier pursuant to, and for the purposes stated in clause 12.7.1.
12.7.3 The Supplier will not be responsible for any damage or losses the Customer incurs, or information not received, as a result of the Customer's failure to provide and maintain a valid email address or as a result of any failure of the Customer's email system, spam filters, or other impediments to the receipt of the Supplier's communications.
12.8 Notices.
12.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
12.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
12.8.1.2 sent by email to:
(i). the Supplier at: Sales@iqdfrequencyproducts.com; and
(ii). the Customer at the email address specified in accordance with clause 12.7.1
(or an address substituted and/or added in writing by the party to be served).
12.8.2 Any notice shall be deemed to have been received:
12.8.2.1 if delivered by hand, at the time the notice is left at the proper address;
12.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
12.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
12.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.9 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.10 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
13 CONTRACTUAL BAN ON RE-EXPORTS TO RUSSIA
Article 12g of the current Regulation 833/2014 (EU)
13.1 The recipient/contractual partner of IQD Frequency Products Ltd assures that goods supplied that fall under the scope of Article 12g Regulation (EU) 833/2014, will not be sold, exported, or re-exported, either directly or indirectly, to the Russian Federation or for use in the Russian Federation.
13.2 The recipient/contractual partner shall undertake its best efforts to ensure that the purpose of paragraph 13.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.
13.3 The recipient/contractual partner shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph 13.1.
13.4 Any violation of paragraphs 13.1, 13.2, or 13.3 shall constitute a material breach of contract and entitles IQD Frequency Products Ltd to terminate the supply relationship with immediate effect and to cancel orders already accepted without delay.
The recipient/contractual partner shall indemnify IQD Frequency Products Ltd from all costs, third-party claims, and other disadvantages (e.g., fines) resulting from the breach of an obligation under the paragraphs 13.1, 13.2, or 13.3. This shall not apply if the recipient/contractual partner is not responsible for this breach of duty. Furthermore, IQD Frequency Products Ltd shall be entitled to demand a contractual penalty of 5% of the sales price of the goods sold in violation of the provisions of this regulation. Any further claims for damages shall remain unaffected by this.
13.5 The recipient/contractual partner shall immediately inform IQD Frequency Products Ltd about any problems in applying paragraphs 13.1, 13.2 or 13.3, including any relevant activities by third parties that could frustrate the purpose of paragraph 13.1.
The recipient/contractual partner shall make available to the IQD Frequency Products Ltd information concerning compliance with the obligations under paragraph 13.1, 13.2 or 13.3 within two weeks of the simple request of such information.
Version 9.1 15 March 2024
1 Interpretation
1.1 Definitions:
Business Day: A day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Commencement Date the date the Contract commences, in accordance with clause 2.4.
1.2 Interpretation:
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate
legislation made under that legislation or legislative provision.
1.2.2 Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes emails.
2 BASIS OF CONTRACT
2.1 This Contract is made up of the following terms:
2.1.1 The applicable Order;
2.1.2 These Conditions; and
2.1.3 The Mandatory Policies.
2.2 If there is any conflict or ambiguity between the terms of the different documents set out in this clause 2.1 of these Conditions, the terms of the document listed first in this clause shall prevail in preference to a subsequently listed document.
2.3 The Customer may submit an Order to the Supplier for Goods and/or Services at any time. An Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with the Contract.
2.4 The Order shall be deemed to be accepted on the earlier of:
2.4.1 the Supplier issuing written acceptance of the Order; or
2.4.2 any act by the Supplier consistent with fulfilling the Order,
2.5 At which point and on which date the Contract shall come into existence (Commencement Date).
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.7 All of these Conditions shall apply to the supply of both Goods and Services by the Supplier except where the application to one or the other is specified.
2.8 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with the applicable Order and/or these Conditions.
2.9 The Customer may amend or cancel an Order in whole or in part at any time before delivery of the Goods or Services by giving the Supplier written notice. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods or Services at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
3 SUPPLY OF GOODS
3.1 The Supplier warrants that the Goods shall on delivery and for a period of 12 (twelve) months from the date of delivery (Warranty Period):
3.1.1 correspond with the applicable part number in the Order;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
3.1.3 where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 (twelve) months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer has the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4 DELIVERY OF GOODS
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 Each delivery of Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.3 If the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note; and any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods specified in each Order:
4.2.1 on or before the date specified in the Order ;
4.2.2 at the Delivery Location; and
4.2.3 during the Customer's normal business hours on a Business Day, or as instructed by the Customer.
4.3 Delivery of Goods is completed on the completion of unloading of those Goods at the Delivery Location.
4.4 If the Customer rejects any Goods, they are returnable at the Supplier's risk and expense. If the Supplier fails to collect the rejected Goods within a reasonable period after notification of the rejection, the Customer may charge the Supplier storage costs and sell or dispose of the rejected Goods. The Customer will account to the Supplier for the proceeds of sale (if any) after deducting the purchase price paid for the Goods, storage costs and its reasonable costs and expenses in connection with the sale.
4.5 The Supplier shall not deliver Orders in instalments without the Customer's prior written consent. Where it is agreed that Orders may be delivered by instalments, such instalments shall be invoiced separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment, shall entitle the Customer to the remedies set out in clause 6.
4.6 Title and risk in the Goods shall only pass to the Customer on completion of delivery at the Delivery Location.
5 SUPPLY OF SERVICES
5.1 The Supplier shall from the Commencement Date supply the Services to the Customer in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier and time is of the essence in relation to any of those performance dates.
5.3 In providing the Services, the Supplier shall:
5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
5.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Order, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
5.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
5.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;
5.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation;
5.3.10 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and
5.3.11 comply with any additional obligations as set out in any applicable Order.
6 CUSTOMER REMEDIES
6.1 If the Supplier fails to deliver the Goods by the applicable delivery date, or to perform the Services by the applicable date, or both, the Customer shall, without limiting or affecting any of its other rights or remedies available to it, have any one or more of the following rights and remedies:
6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
6.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or service from a third party;
6.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
6.1.5 to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates.
6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
6.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
6.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
6.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
6.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
6.2.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
6.2.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
6.3 If the Supplier has supplied Services that do not comply with the requirements of clause 5.3.4 then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights and remedies:
6.3.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
6.3.2 to return the Deliverables to the Supplier at the Supplier's own risk and expense;
6.3.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
6.3.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
6.3.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and
6.3.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to comply with clause 5.3.4.
6.4 These Conditions shall apply to any repaired or replacement Goods and/or any substituted or remedial services supplied by the Supplier.
6.5 The Customer's rights and remedies under the Contract are in addition to its rights and remedies implied by statute and common law.
7 CUSTOMER'S OBLIGATIONS
7.1 The Customer shall:
7.1.1 provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and
7.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.
8 PRICE AND PAYMENT
8.1 The Customer shall pay for Goods in accordance with this clause 8.
8.2 The Price for the Goods:
8.2.1 shall be the price set out in the applicable Order;
8.2.2 excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.2.3 shall include the costs of packaging, insurance and carriage of the Goods; and no extra charges shall be effective unless agreed in writing and signed by the Customer.
8.3 The Price for the Services shall be set out in the applicable Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services in that applicable Order. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services; and no extra charges shall be effective unless agreed in writing and signed by the Customer.
8.4 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after the completion of delivery. In respect of the Services, the Supplier shall invoice the Customer on completion of the Services. The Supplier shall ensure that each invoice includes such supporting information required by the Customer to verify the accuracy of the invoice, including the date of the Order, the invoice number, the relevant purchase order number, and the Supplier's VAT Number.
8.5 The Customer shall pay correctly rendered invoices within 30 (thirty) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
8.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
8.8 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
9 CUSTOMER MATERIALS
9.1 The Supplier acknowledges that the Customer Materials and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use the Customer Materials for the duration of the Contract for the purposes of supplying the Goods and/or Services to the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer.
10 INDEMNITY
10.1 The Supplier shall indemnify the Customer in full and on demand against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
10.1.1 any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods, or receipt, use or supply of the Services (excluding the Customer Materials);
10.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, as delivered, or the Deliverables; and
10.1.3 any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.
10.2 This clause 10 shall survive termination of the Contract.
11 INSURANCE
11.1 During the term of the Contract and for a period of at least seven (7) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. The Supplier shall ensure that the Customer's interest is noted on each insurance policy, or that a generic interest clause has been included.
11.2 On taking out and on renewing each policy referred to in clause 11.1, the Supplier shall promptly send a copy of the receipt for the premium to the Customer. On the Customer's written request, the Supplier shall provide the Customer with copies of the certificates for each insurance policy and details of the cover provided.
11.3 The Supplier shall ensure that any subcontractor used by the Supplier in connection with the Goods and/or Services provided by the Supplier under this Contract shall each maintain adequate levels of insurance cover having regard to the obligations under this Contract which such subcontractor is contracted to fulfil for, or on behalf of, the Supplier.
11.4 In relation to any Goods to be shipped by the Supplier to, or for and on behalf of, the Customer, the Supplier shall at all times have the responsibility to, and shall, insure any such Goods from the date of dispatch from the Supplier to the date of delivery at the Delivery Location. The Supplier acknowledges and agrees that notwithstanding any Incoterms Rules that may be agreed between the Supplier and the Customer for the carriage of such Goods, any Incoterms Rules as they relate to the responsibility for insurance shall not apply.
11.5 The Supplier shall:
11.5.1 do nothing to invalidate any insurance policy or to prejudice the Customer's entitlement under it; and
11.5.2 notify the Customer if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
11.6 The Supplier's liabilities under this Contract shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 11.
12 COMPLIANCE WITH RELEVANT LAWS AND POLICIES
12.1 In performing its obligations under the Contract, the Supplier shall:
12.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and
12.1.2 comply with the Mandatory Policies.
12.2 The Customer may immediately terminate the Contract for any breach of clause 12 by the Supplier.
13 DISPUTE RESOLUTION PROCEDURE
13.1 If a dispute arises out of or in connection with this Contract or the existence, performance, validity, enforceability or termination of it (Dispute), then, the parties shall follow the procedure set out in this clause:
13.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents; and on service of the Dispute Notice, the Customer's Representative and the Supplier's Representative shall attempt in good faith to resolve the Dispute; and
13.1.2 if the Customer's Representative and the Supplier's Representative are for any reason unable to resolve the Dispute within 30 (thirty) Business Days of service of the Dispute Notice, the Dispute shall be referred to a senior officer or director of the Customer and a senior officer or director of the Supplier who shall attempt in good faith to resolve it; and
13.1.3 if the senior officers or Directors are for any reason unable to resolve the Dispute within 30 (thirty) Business Days of it being referred to them both, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the LCIA Mediation Rules, which Rules are deemed to incorporated by reference in to this clause; and
13.1.4 if the Dispute is not settled by mediation within ten (10) Business Days of the commencement of the mediation, or such further period as the parties shall agree in writing, the Dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause; and
13.1.5 the language to be used in the dispute resolution, in the mediation and in the arbitration shall be English; and the governing law of the contract shall be the substantive law of England and Wales; and in any arbitration commenced pursuant to this clause, the number of arbitrators shall be one; and the seat, or legal place, of arbitration shall be London, England.
14 TERMINATION
14.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
14.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 (twenty) Business Days of that party being notified in writing to do so;
14.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
14.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
14.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
14.2 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15 ASSIGNMENT AND OTHER DEALINGS
15.1 The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
15.2 Subject to clause 15.3, the Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Customer.
15.3 The Supplier is permitted to subcontract its rights and obligations under the Contract, on the conditions precedent that the Supplier: (i) gives the Customer prior written notice of any such contracting arrangement and includes the identity of the relevant sub-contractor and a copy of the proposed contract in such notice; and (ii) acknowledges and agrees that it shall remain fully responsible and liable for all the acts and/or omissions of any such sub-contractor as if such acts and/or omissions were its own.
16 GENERAL
16.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for twelve (12) weeks, the party not affected may terminate the Contract by giving 20 (twenty) Business Days' written notice to the affected party.
16.2 Confidentiality
16.2.1 Each party undertakes that it shall not at any time during this Contract, and for a period of two (2) years after termination or expiry of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16.2.2 For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
16.2.2 Each party may disclose the other party's confidential information:
16.2.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract; and each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.2.2; and
16.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.2.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Contract.
16.3 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.7 Notices
16.7.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and in English (or accompanied by an accurate translation in English), addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post, pre-paid first class airmail, or other next working day delivery service, or email to the Customer's Representative email or the Supplier's Representative email (as applicable).
Version 1.0 7th July2022
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