1.1 Definitions. In these Conditions, the following definitions apply:
Additional Service, means any additional services provided by Pentruder UK Limited to the Customer outside of the Contract.
Business Day, means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date, has the meaning set out in clause 2.2.
Conditions, means these terms and conditions as amended from time to time in
accordance with clause 17.7.
Contract, means the contract between Pentruder UK Limited and the Customer for the supply of Products and/or Services in accordance with these Conditions and the Order.
Customer, means the person or firm who purchases the Products and/or Services from Pentruder UK Limited.
Delivery Location has the meaning set out in clause 4.1.
Force Majeure Event has the meaning given to it in clause 16.1.
Intellectual Property Rights, means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Installation Fee, has the meaning set out in clause 4.7.
Order, means the order form for the supply of Products and/or Services to the
Products, means the products set out in the Order. Products Fee, has the meaning set out in clause 11.1.
Services, means the services, supplied by Pentruder UK Limited to the Customer as set out in the Order.
Services Fee, has the meaning set out in clause 11.2.
Set Up Fee, has the meaning set out in clause 11.3.
1.2 Construction. In these Conditions, the following rules apply:
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 successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2.1 Receipt by Pentruder UK Limited of a signed Order constitutes an offer by the Customer to purchase Products and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Pentruder UK Limited receives a signed Order and commences the provision of Products or Services at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Pentruder UK Limited which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by Pentruder UK Limited and any descriptions of the Products or illustrations or descriptions of the Services contained in Pentruder UK Limited’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions and the Order apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Pentruder UK Limited shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue. Pentruder UK Limited reserves the right amend any quotation given where the change has arisen due to an event outside of Pentruder UK Limited’s control.
3.1 The Products are described in the Order.
3.2 Pentruder UK Limited reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
4.1 Pentruder UK Limited shall deliver and install the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at the time set out in the Order (Delivery Date). Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
4.2 Pentruder UK Limited shall use its reasonable endeavours to deliver and (where set out in the Order) install the Products in accordance with the Order but please note any dates quoted for delivery and installation of the Products are approximate only, and the time of delivery is not of the essence. Pentruder UK Limited shall not be liable for any delay in delivery or installation of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide Pentruder UK Limited with adequate delivery or installation instructions or any other instructions that are relevant to the supply of the Products.
4.3 If Pentruder UK Limited is unable to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products.
4.4 If the Customer fails to accept or take delivery of the Products, then except where such failure or delay is caused by a Force Majeure Event or by Pentruder UK Limited’ failure to comply with its obligations under the Contract in respect of the Products:
4.4.1 delivery of the Products shall be deemed to have been completed at the point Pentruder UK Limited attempted to deliver the Products; and
4.4.2 Pentruder UK Limited shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.5 If 10 Business Days after Pentruder UK Limited notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of the Products, Pentruder UK Limited may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
4.6 Pentruder UK Limited may deliver the Products by instalments, which shall be invoiced and paid for separately and in accordance with the Order. 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.
4.7 Where Pentruder UK Limited installs the Products, the installation of the Products will be treated not as part of the Services but as an Additional Service and such Additional Services will be charged as set out in the Order (Installation Fee).
4.8 Installation will be complete when Pentruder UK Limited confirms in writing to the Customer that the installation of the Products has been completed.
5.1 The risk in the Products shall pass to the Customer on completion of delivery.
5.2 Title to the Products shall not pass to the Customer until Pentruder UK Limited receives payment in full (in cash or cleared funds) for the Products and any other goods that Pentruder UK Limited has supplied to the Customer in respect of which payment has become due.
5.3 Until title to the Products has passed to the Customer, the Customer shall:
5.3.1 store the Products separately from all other goods held by the Customer so that they remain readily identifiable as property of Pentruder UK Limited;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
5.3.3 maintain the Products in a satisfactory condition and keep the Products insured against all risks for their full price on Pentruder UK Limited’s behalf from the date of delivery;
5.3.4 notify Pentruder UK Limited immediately if it becomes subject to any of the events listed in clause 15.4.2 to clause 15.4.11; and
5.3.5 give Pentruder UK Limited such information relating to the Products as Pentruder UK Limited may require from time to time.
5.4 Subject to clause 5.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Pentruder UK Limited receives payment for the Products. However, if the Customer resells the Products before that time:
5.4.1 it does so as principal and not as Pentruder UK Limited’s agent; and
5.4.2 title to the Products shall pass from Pentruder UK Limited to the Customer immediately before the time at which resale by the Customer occurs.
5.5 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 15.4.2 to clause 15.4.11, then, without limiting any other right or remedy the Customer’s right to resell the Products or use the Products in the ordinary course of its business ceases immediately.
5.5.1 Pentruder UK Limited may at any time:
(a) require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
6.1 Pentruder UK Limited shall provide the Services to the Customer in accordance with the Order in all material respects.
6.2 Pentruder UK Limited shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 Pentruder UK Limited shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Pentruder UK Limited shall notify the Customer in any such event.
6.4 The supply of Services shall commence on the Delivery Date and shall continue for the period of time set out in the Order (Initial Term). The contract to provide Services shall automatically renew for a period of 12 months (Services Additional Term) from the expiration of the Term, unless the Customer terminates the contract to provide Services by providing 42 days written notice prior to the expiration of the Initial Term or any Services Additional Term.
6.5 Pentruder UK Limited warrants to the Customer that the Services will be provided using reasonable care and skill.
7.1 If the Customer wishes to Change the Services, in a manner which would materially change the Services resulting in a change in the Products Fee or Services Fee (Change), it shall submit details of the requested Change to Pentruder UK Limited in writing (Change Request).
7.2 Where the Customer submits a Change Request to Pentruder UK Limited, Pentruder UK Limited shall within 2 weeks of the date of the request, submit a note to the Customer with details of the likely impact, if any, of the Change on other aspects of this Contract (Change Request Note), including:
7.2.1 the timetable for provision of implementing the Change;
7.2.2 the personnel to be provided to give effect to the Change;
7.2.3 the Services Fees or the Products Fees;
7.2.4 documentation to be provided;
7.2.5 working arrangements; and
7.2.6 other contractual issues.
7.3 the Customer shall evaluate the Change Control Note and, as appropriate, accept or reject the Change Control Note.
7.4 A Change Control Note accepted by the Customer and Pentruder UK Limited shall constitute an amendment to this Contract.
8.1 Where expressly set out in the Order, as part of the Services, Pentruder UK Limited shall also make available a customer helpdesk (Customer Helpdesk) which shall be available during 8am -6pm Monday to Friday (excluding bank holidays) (Helpdesk Business Hours). The Customer Helpdesk shall be available to the Customer during the Helpdesk Business Hours for all malfunctions of the Services or questions in relation to the Services identified above. All initial support requests to be to be raised by a representative of the Customer via telephone or email ticketing system. Pentruder UK Limited will acknowledge and raise a ticket for each request logged. The response times to each ticket will depend on the severity:
8.1.1 Severity 5 (Information): Information request that does not have an impact on the Customer.
8.1.2 Severity 4 (Minor): Minor request that does not have an impact on the Customer .
8.1.3 Severity 3 (Standard): Important issue that does not have a significant impact on the Customer.
8.1.4 Severity 2 (Critical): Critical, high-impact problem where Services are operational, but significantly impaired. This may be a time-sensitive issue important to long-term availability that is not causing an immediate work stoppage.
8.1.5 Severity 1 (Emergency): A problem that causes complete loss of Services with severe business impact. In this situation work cannot continue in an acceptable fashion, the operation is critical to the business, and the situation is an emergency.
8.2 The response times will be as follows:
8.2.1 Severity 1 – within 1 hour;
8.2.2 Severity 2 – within 4 hours;
8.2.3 Severity 3, 4 and 5 – within 16 hours.
9.1 Pentruder UK Limited shall use reasonable endeavours to supply the Products and Services in accordance with the Order.
9.2 Pentruder UK Limited provides no warranty or guarantee as to the level of the Services or the quality of the Products.
9.3 The Order will expressly set out if the Products benefit from a manufacturers warranty (Warranty). If the Customer is to bring a claim in relation to the Warranty, this must be brought by the Customer directly to the manufacturer. Pentruder UK Limited has no obligation to assist with this. Where Pentruder UK Limited assists with any claim in relation to the Warranty, this will be treated as an Additional Service.
10.1 The Customer shall:
10.1.1 ensure that the information provided by the Customer in relation to the Products and/or Services are complete and accurate;
10.1.2 co-operate with Pentruder UK Limited in all matters relating to the Services and/or the Products;
10.1.3 provide Pentruder UK Limited, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Pentruder UK Limited to provide the Services and/or deliver and install the Products;
10.1.4 provide Pentruder UK Limited with such information and materials as Pentruder UK Limited may reasonably require to supply the Services and/or deliver and install the Products, and ensure that such information is accurate in all material respects;
10.1.5 prepare the Customer’s premises for the installation of the Products and the supply of the Services; and
10.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
10.2 If Pentruder UK Limited’s performance of any of its obligations in respect of the Products and/or Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
10.2.1 Pentruder UK Limited shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Pentruder UK Limited’s performance of any of its obligations;
10.2.2 Pentruder UK Limited shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Pentruder UK Limited’ failure or delay to perform any of its obligations as set out in this clause 10.2; and
10.2.3 the Customer shall reimburse Pentruder UK Limited on written demand for any costs or losses sustained or incurred by Pentruder UK Limited arising directly or indirectly from the Customer Default.
11.1 The price for the Products shall be the price set out in the Order (Products Fee).
11.2 The charges for Services shall be the price set out in the Order (Services Fee).
11.3 In order to provide the Services, the Customer may require additional set up services. Set up services will be deemed an Additional Service, and the Customer shall be charged the set up fee set out in the Order (Set up Fee).
11.4 Pentruder UK Limited shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Pentruder UK Limited engages in connection with the Services and the Products.
11.5 Pentruder UK Limited reserves the right to:
11.5.1 Increase the price of the Services Fee, in the event that third party suppliers in relation to the Services to Pentruder UK Limited (not within Pentruder UK Limited’s control) increase their prices; or
11.5.2 Increase the Services Fee, on an annual basis with effect from the anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period. The first such increase shall take effect at the beginning of the second anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index; or
11.5.3 Increase the Services Fee, provided that such charges cannot be increased more than once in any 12 month period. Pentruder UK Limited will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Pentruder UK Limited in writing within 6 weeks of the date of Pentruder UK Limited’s notice and Pentruder UK Limited shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks’ written notice to the Customer; and
11.5.4 increase the Products Fee, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to Pentruder UK Limited that is due to:
(a) any factor beyond the control of Pentruder UK Limited (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
(c) any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give Pentruder UK Limited adequate or accurate information or instructions in respect of the Products.
11.6 Unless stated otherwise in the Order, in respect of Products, 50% of the Products Fee is payable upon confirmation that the Order is accepted. The remaining 50% of the Products Fee shall be invoiced at completion of the delivery of the Products, unless the Products are being installed in which case the remaining 50% of the Products Fee shall be invoiced at completion of the Installation.
11.7 In respect of Services, unless set out in the Order otherwise, the Services Fee shall be paid via direct debit on a monthly basis, in advance on the first working day of the month.
11.8 Unless agreed otherwise by Pentruder UK Limited, the Customer shall pay each invoice submitted by Pentruder UK Limited within 30 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by Pentruder UK Limited.
11.9 Time for payment of any sums under the Contract shall be of the essence of the Contract.
11.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Pentruder UK Limited to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pentruder UK Limited, pay to Pentruder UK Limited such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
11.11 If the Customer fails to make any payment due to Pentruder UK Limited under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above HSBC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11.12 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Pentruder UK Limited may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Pentruder UK Limited to the Customer.
11.13 Any discount given by Pentruder UK Limited is subject to payment in accordance with these Conditions, if payment is not received in accordance with these Conditions, Pentruder UK Limited reserves the right to remove any applicable discount.
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Pentruder UK Limited.
12.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on Pentruder UK Limited obtaining a written licence from the relevant licensor on such terms as will entitle Pentruder UK Limited to license such rights to the Customer.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Contract.
14.1 Nothing in these Conditions shall limit or exclude Pentruder UK Limited’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
14.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
14.1.5 defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1:
14.2.1 Pentruder UK Limited shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
14.2.2 Pentruder UK Limited’s total liability to the Customer in respect of all other losses arising under or in connection with the Products, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Products Fee;
14.2.3 Pentruder UK Limited’s total liability to the Customer in respect of all other losses arising under or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in relation to the Services, shall in no circumstances exceed the Services Fee payable in a 12 month period.
14.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
14.4 This clause 14 shall survive termination of the Contract.
15.1 Without limiting its other rights or remedies Pentruder UK Limited may terminate the Services upon providing 42 days written notice.
15.2 Without limiting its other rights or remedies Pentruder UK Limited may terminate the Contract immediately upon providing written notice where the Customer fails to provide a bank reference or pass a credit check to the suitability of Pentruder UK Limited.
15.3 Without limiting its other rights or remedies Pentruder UK Limited may terminate the Services upon providing 7 days written notice where Pentruder UK Limited in its reasonable opinion, is unable to provide the Services.
15.4 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
15.4.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
15.4.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
15.4.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where a company for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.4.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party being a company other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
15.4.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of
its assets and such attachment or process is not discharged within 14 days;
15.4.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party being a company;
15.4.7 the holder of a qualifying charge over the assets of the other party being a company has become entitled to appoint or has appointed an administrative receiver;
15.4.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
15.4.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.4.2 to clause 15.4.8 (inclusive);
15.4.10 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
15.4.11 the other party’s financial position deteriorates to such an extent that in Pentruder UK Limited’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.5 Without limiting its other rights or remedies, Pentruder UK Limited may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
15.6 Without limiting its other rights or remedies, Pentruder UK Limited may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Customer and Pentruder UK Limited if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.4.2 to clause 15.4.11, or Pentruder UK Limited reasonably believes that the Customer is about to become subject to any of them.
15.7 On termination of the Contract for any reason:
15.7.1 the Customer shall immediately pay to Pentruder UK Limited all of Pentruder UK Limited’ outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has yet been submitted, Pentruder UK Limited shall submit an invoice, which shall be payable by the Customer immediately on receipt;
15.7.2 the Customer shall return all of the Products which have not been fully paid for or which are being rented in accordance with the Order. If the Customer fails to do so, then Pentruder UK Limited may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
15.7.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
15.7.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.8 In the event of the termination or expiry of this Contract for any reason, and subject to the Customer agreeing to pay Pentruder UK Limited £100 plus VAT. Pentruder UK Limited shall provide as an Additional Service, all reasonable assistance to the Customer to facilitate the orderly transfer of the Products and/or Services to Customer or to a replacement supplier to take over the provision of all or part of the Services.
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Pentruder UK Limited including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Pentruder UK Limited or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 Pentruder UK Limited shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents Pentruder UK Limited from providing any of the Services and/or Products for more than 2 weeks, Pentruder UK Limited shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
16.4 Where the Contract has been terminated due to a Force Majeure Event, Pentruder UK Limited shall be entitled to outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has yet been submitted, Pentruder UK Limited shall submit an invoice, which shall be payable by the Customer immediately on receipt.
17.1 Assignment and other dealings.
17.1.1 Pentruder UK Limited may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
17.1.2 The Customer shall not, without the prior written consent of Pentruder UK Limited, assign, transfer, charge, subcontract, declare a trust over or deal
in any other manner with all or any of its rights or obligations under the Contract.
17.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) 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 personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e- mail.
17.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address provided, 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
17.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17.3.1 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.
17.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Pentruder UK Limited.
17.8 Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by and construed in accordance with the law of England and Wales.
17.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation including non- contractual disputes or claims.