IQD Frequency Products Ltd Standard Conditions of Sale

THE CUSTOMER'S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 9.

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.

Business Hours: the period from 8.00 am to 4.30 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these
Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: 
the goods (or any part of them) as set out in the Order.

Order:  the Customer's order for the Goods, as set out in the Customer's purchase order form or a Specification, which is submitted by the Customer to Supplier: (i) by email at the email address Sales@iqdfrequencyproducts.com, or (ii) by electronic data interchange (EDI), or (iii) via the Supplier's online order form on its website: https://www.iqdfrequencyproducts.com; or the Customer's written confirmation of the Supplier's quotation, as the case may be.

Specification
any product description or specification for the Goods, including any related plans and drawings, which is agreed in writing by the Customer and the Supplier.

Supplier:
IQD Frequency Products Limited (registered in England and Wales with company number 06478545).

Warranty Period:
has the meaning given in clause 5.1

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.

 

Version 9.0 11th July 2022