Terms & Conditions of Trade | Fluid Water Solutions

1. GENERAL

1.1 These Terms and Conditions (the “Conditions") constitute the only conditions on which Stuart Turner Limited ("the Company") is willing to supply goods (the “Goods") to any person to or with whom a quotation, confirmation of order or contract is addressed or made or from whom an order is received (the “Customer"). The Conditions shall prevail over any terms and conditions in the Customer's order or other document issued by him, except where specifically agreed to by the Company in writing. No employee or agent of the Company has any authority to alter, vary or waive the Conditions in any way unless expressly authorised in writing by a Director of the Company.

1.2 No employee or agent of the Company has any authority to make or give any representation or warranty in relation to the Goods unless confirmed by the Company in writing. The Customer should make his own independent enquiries as to suitability of the Goods for any specified use or purpose.

1.3 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods, which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

1.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction by it without any liability on its part.

1.5 No variation to these Conditions will be binding unless agreed in writing by a Director with the Customer.

1.6 Orders given by the Customer in respect of quotations are not binding on the Company until they have been accepted in writing by the Company’s authorised representative.

1.7 The headings in these Conditions are for ease of reference and shall not affect interpretation.

2. ORDERS and PRICES

2.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

2.2 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Company’s quotation or, if accepted by the Company, the Customer’s order.

2.3 If the Goods are to be manufactured, assembled or configured with other Goods (or goods supplied by the Customer) or any process is to be applied to the Goods by the Company, in accordance with any specifications or instructions of the Customer, the Customer shall indemnify the Company against all loss, damage, costs, expense and liability incurred by or awarded against or agreed to be paid by the Company in connection with or in settlement of any claim (a) relating to the safety or suitability of the combined Goods/goods or (b) for infringement of any copyright, patent or other intellectual property right of any third party, resulting directly or indirectly or as a consequence of the use by the Company of the Customer’s specification or following the Customer’s instructions.

2.4 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

2.5 No order which has been accepted by the Company may be cancelled by the Customer except with the written agreement of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

2.6 Although the Company will make every effort to maintain prices quoted, it reserves the right to vary prices without notice and to invoice the Goods at the prices current on the date of despatch.

2.7 All prices are ex works (unless otherwise agreed in writing) and exclusive of any applicable value added tax, other sales tax or import duty which the Customer shall be additionally liable to pay to the Company.

3. PAYMENT

3.1 The Company may invoice the Customer for the Goods on or at any time after the completion of delivery or collection by the Customer.

3.2 The Customer shall pay each invoice submitted by the Company:

3.2.1 within 30 days of the end date of the month of the date of the invoice;

3.2.2 in full and in cleared funds to a bank account nominated in writing by the Company; and

3.2.3 time for payment shall be of the essence of the Contract.

3.3 If the Customer is a consumer, and the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedy under clause 3.6, 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 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%.

3.4 If the Customer is a business customer, the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (Late Payment Act) (including any amendment, modification or re-enactment from time to time) (the “Act”), shall apply to sums paid by the Customer where applicable. In relation to any payments not covered by the Act, the Customer shall pay interest on the overdue sums in accordance with clause 3.3.

3.5 If the Customer is a business customer, the Customer agrees to indemnify the Company 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 reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Customer’s breach of clause 3.2.

3.6 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect, suspend any further deliveries and/or collection of orders and refuse to take any further orders from the Customer 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.

3.7 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).

3.8 All amounts to the Company by the Customer under this agreement shall become immediately due and payable on termination of this agreement for any reason. This clause 3.8 is without prejudice to any right to claim for interest under the law or under this agreement.

4. DELIVERY

4.1 Delivery of the Goods shall be made by the Customer collecting or arranging collection of the Goods from the Company's premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.

4.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

4.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

4.4 If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

4.5 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may:
4.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
4.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

5. PASSING OF RISK AND PROPERTY

5.1 Risk of damage to or loss of the Goods shall pass to the Customer:

5.1.1 in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

5.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery (being arrival but before unloading) or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.

5.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified at the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any money or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

5.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so immediately, to enter upon any vehicles or premises of the Customer or any third party where the Goods are stored and repossess the Goods.

5.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) become due and payable immediately.

6. WARRANTY

6.1 Subject to the following provisions the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for the Applicable Warranty Period from delivery. The “Applicable Warranty Period” is stated in the installation booklet supplied with the Goods or can be confirmed by the Company, on request.

6.2 The above warranty is given by the Company subject to the following conditions:

6.2.1 the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Customer;

6.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), incorrect installation, misuse or alteration or repair of the Goods without the Company’s approval;

6.2.3 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

6.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company and which is capable of assignment.

6.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7. INSPECTION AND LIABILITY

7.1 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection at the time of delivery) within the warranty period offered with the Goods, or when the defect ought reasonably to have become apparent, whichever occurs last. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.2 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer.

7.3 Subject to the other provisions of this clause, to the extent that it has any liability, the Company’s liability for direct loss and damage and loss of or damage to the tangible property of the Customer caused directly by the negligence of the Company shall be subject to to a limit of £5,000 per claim or series of connected claims and an aggregate limit of £50,000 in any 12 month rolling period.

7.4 Except in respect of liability for death or personal injury caused by the Company's negligence or for fraudulent misrepresentation, which shall be unlimited, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, contracts, revenue or goodwill or for any indirect or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their resale by the Customer.

7.5 The Company shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control (“force majeure”). Force majeure includes but is not limited to Act of God, explosion, flood tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes;. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party);difficulties in obtaining raw materials, labour, fuel, parts or machinery; or power failure or breakdown in machinery. If the force majeure prevails for three months or more, either party may terminate this Contract by notice to the other, without any liability, other than liability accrued up to that point.

8. INSOLVENCY OF THE CUSTOMER

8.1 If the Customer:

8.1.1 has a receiver or liquidator appointed to any of its property or business undertaking or has a petition for an administration order in respect of its property or business undertaking presented to the High Court; or

8.1.2 announces that it is ceasing or threatens to cease or actually ceases to trade; or

8.1.3 suspends or fails to make payment of debts when due or notifies any of its creditors that it is unable to meet its debts or that it is about to suspend payment of its debts; or

8.1.4 convenes, calls or holds a meeting of creditors; or

8.1.5 being an individual, is the subject of a bankruptcy petition or is adjudicated bankrupt or makes any composition or scheme of arrangement with his creditors; or

8.1.6 being a body corporate convenes, calls or holds any meeting for the purpose of going into liquidation other than for the purpose of reconstruction or amalgamation by the making of an order or the passing of a resolution for winding up, then the provisions of Clauses 8.2 and 8.3 shall apply.

8.2 Where clause 8.1 applies, notwithstanding any previous arrangements with the Customer for deferred payments the full remaining price for any Goods delivered by the Company shall become immediately due to it.

8.3 Where clause 8.1 applies, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. CONSUMER RIGHTS

Nothing in any of the Conditions shall affect the statutory rights of a consumer.

10. GENERAL

10.1 Any notice required or permitted to be given by either party to the other under the Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Postal notices shall take effect two working days after posting by first class pre paid post. Hand delivered and fax notices shall be effective on delivery, provided that, in the case of a fax notice, a transmission report for the complete message to a then current number of the recipient can be produced.

10.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of the Conditions is held by any court or competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 All Contracts shall be governed by English law and any dispute arising under or in connection with the Conditions, any Contract or the sale of the Goods shall be referred to the English Courts.

TERMS AND CONDITIONS OF PURCHASE

1. GENERAL

1.1 These Terms and Conditions (the “Conditions") constitute the only conditions on which Stuart Turner Limited (the “Company") is willing to receive goods or services ("the Goods") from any person (the “Supplier"). The Conditions shall prevail over any terms and conditions issued by the Supplier except where specifically agreed to by the Company in writing. No employee or agent of the Company has any authority to alter, vary or waive the Conditions in any way unless expressly authorised in writing by a Director of the Company.

1.2 All Goods ordered on behalf of the Company must be ordered on a numbered purchase order issued by the Company and signed by the Company's buyer.

1.3 The Company’s purchase order constitutes an offer by the Company to purchase the Goods subject to these Conditions. Accordingly, any acceptance of the purchase order by the Supplier establishes a contract for the sale and purchase of those goods on these Conditions. Any counter offer to supply the Goods on other terms will be invalid.

1.4 The acknowledgement of the Company’s purchase order or the Supplier’s execution, commencement of work or delivery or allocation of Goods constitutes acceptance of the purchase order on these conditions by the Supplier.

1.5 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Company.

1.6 The headings in these Conditions are for ease of reference and shall not affect interpretation.

2. PRICES

Prices will be as stated on the Company's purchase order and shall be fixed, except that if the Supplier quotes or offers to a third party lower prices or better terms for similar Goods or quantities, the Company shall be entitled to purchase Goods on those terms and shall receive a refund in respect of any excess price previously paid for Goods after such quotation was first given or such supply first made. All prices are inclusive of delivery, packaging, packing, shipping, carriage, insurance and other charges and dues.

3. PAYMENT

3.1 Unless payment terms have previously been agreed in writing between the Company and the Supplier, payment for the Goods will be on the last day of the second month following the month of invoicing, with invoicing only occurring after the Goods have been delivered...

3.2 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount at any time owing to it by the Supplier against any amount payable by it to the Supplier under the Contract.

4. INSPECTION AND TESTING

4.1 The Supplier shall carefully test and inspect the Goods and all components before delivery, to ensure that they comply with the requirements of the purchase order and, if requested, will, at its own cost, issue to the Company test certificates for Goods and components at all or any stage of manufacture or assembly.

5. DELIVERY
5.1 The Supplier will deliver the Goods to the Company as stated on the Company's purchase order, properly packed and secured to enable the Goods to arrive in good condition. Time of delivery shall be of the essence. The Goods shall be delivered carriage and insurance free to the place of delivery specified by the Company (in the purchase order or elsewhere). Any Goods rejected as not conforming with the purchase order shall be returned at the Supplier’s risk and expense.

5.2 The Supplier recognises that late delivery may cause the Company direct or consequential loss and damage and shall indemnify the Company for all such loss and damage, as notified to the Supplier.

5.3 Advice notes, showing the Company's order/item number and fully describing the contents, must accompany the Goods. Unless the Company agrees otherwise in writing, the Supplier shall deliver the exact specified quantities of Goods. Without prejudice to other rights and remedies, the Customer can reject incomplete deliveries or return excess quantities of Goods at the Supplier’s risk and expense.

5.4 If any delivery date specified by the Company cannot be met, the Company may cancel the Contract in whole or in part (without incurring any liability to the Supplier), purchase alternative Goods elsewhere and hold the Supplier accountable for any loss and additional cost or expense incurred.

6. PASSING OF PROPERTY AND RISK

The property and risk in the Goods shall pass from the Supplier upon delivery to the Company but without prejudice to any right of rejection.The Supplier shall off-load the Goods at its own risk, as directed by the Company.

7. CANCELLATION

The Company shall be entitled to cancel any purchase order at any time by giving written notice to the Supplier. If the Company exercises this right of cancellation it shall be bound to pay a reasonable price for any work already completed (less any cost saving achieveable by the Supplier) but shall otherwise be free from liability.

8. INDEMNITY

The Supplier shall indemnify and keep the Company fully and effectively indemnified against:

8.1 any claims for infringement of any copyright, patent registered or unregistered design, trademark or trade name and any other intellectual property right by reason of the possession, use, marketing or sale of the Goods supplied, and against all costs and damages which the Company may incur in any action for such infringement or for which the Company may become liable in such action; and

8.2 any royalties payable;

8.3 any claim in contract or tort or otherwise;

8.4 for any direct, indirect or consequential loss, damage, liabilities, expenses or costs (including but not limited to loss of profits, loss of business, revenue, contracts or goodwill) relating to damage to property or death or injury or loss to any person, firm or company or to any defective workmanship, quality of materials or components used in the Goods or defect in the Goods or any components;

8.5 any loss of profit or production arising out of, or occasioned by, any error in design or drawings or any defects in or failure of the Goods or part thereof or work performed by the Supplier or occasioned by reason of any act or omission by him or any sub-contractor; and

8.6 any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party (“Loss”), to the extent that such Loss was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier.

9. WARRANTY

9.1 It shall be a condition of the contract that the Goods comply in all respect with the Company's purchase order and with any statements or undertakings made by the Supplier, or his employees or agents, prior to the giving of the order.

9.2 The Supplier warrants that the Goods will comply with their description, be of satisfactory quality and fit for purpose, will comply with all samples, drawings and specifications and will be free from all defects in materials, workmanship and (where applicable), installation.

9.3 The Supplier undertakes that all Goods and services supplied by him shall be of first class quality and recognises that the Company has placed the order relying upon the skill and expertise of the Supplier and any statements and representations made by him.

9.4 If the Goods (or any of them) supplied shall be defective upon delivery or shall prove to be defective within 12 months of delivery (or any longer period that the Company may require the Supplier to warrant the Goods) then the Company may call upon the Supplier (but without prejudice to the Company's other rights) to rectify the defects or replace the Goods (at the Company's option) at the Supplier's own expense.

9.5 All the obligations in this condition shall further apply to any such rectified or replacement Goods.

10. CONFIDENTIALITY

10.1 The Supplier shall hold as confidential all information, details, specifications,drawings and any other matter relating to the Goods and the Company in any way and shall not disclose all or any of the same to any other person except such of his employees and permitted sub-contractors as may be necessary for the performance of his obligations under the Contract, subject to an obligation of confidentiality. This obligation of confidentiality shall continue during every Contract and for a period of ten years following the ending of the last Contract between or involving the Company and the Supplier.

10.2 All documents and drawings containing such information and any copies thereof shall upon completion of the Contract or its termination for any reason be returned to the Company.

11. TERMINATION

11.1 Without prejudice to any other rights and remedies of the Company, the Company may terminate the Contract without liability to the Supplier, by giving written notice, if:

(a) The ability of the Company to accept delivery of the goods is delayed, hindered or prevented by circumstances beyond its reasonable control; or

(b) The Supplier commits any breach of its obligations under the Contract and fails to remedy that breach within 14 days of receiving written notice from the Company requiring its remedy; or

(c) An order is made or a resolution is passed for the winding up of the Supplier or circumstances arise which entitle a court to make a winding up order in relation to the Supplier; or

(d) An order is made for the appointment of an administrator to manage the affairs, business or property of the Supplier or a court application is made to appoint an administrator of the Supplier or any notice of intention to appoint an administrator is given by the supplier or any third party; or

(e) A receiver is appointed of any of the Supplier’s assets or undertaking, or the right to do so arises, or if any person takes possession of or sells any of the Supplier’s assets; or

(f) The supplier makes an arrangement or composition with its creditors or applies to court for protection from creditors or becomes bankrupt; or

(g) The Supplier threatens to cease or ceases to trade; or

(h) There is any change in control of the Supplier (as defined in section 840 of the Income and Corporation Taxes Act 1988); or

(i) The Supplier takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

11.2 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly or impliedly intended to survive termination.

11.3 On termination, the Company shall have the option (but not the obligation) to buy all or any of the stocks of finished Goods and any components then held by the Supplier at cost, by giving written notice to the Supplier.

12. GENERAL

12.1 The Company shall be entitled to make reasonable visits to any or all of the Supplier’s (or its sub-contractor’s) premises for the purpose of inspecting work in progress and shall give not less than 48 hours’ notice in writing of such visits.

12.2 Any notice required or permitted to be given by either party to the other under the Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. Postal notices shall take effect two working days after posting by first class pre paid post. Hand delivered and fax notices shall be effective on delivery, provided that, in the case of a fax notice, a transmission report for the complete message to a then current number of the recipient can be produced.

12.3 No waiver by the Company of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.4 The Company may defer the date of delivery or payment, or cancel the Contract or reduce the volume of Goods ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions, accidents or circumstances beyond its reasonable control.

12.5 The Supplier shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.6 Any Contract is made for the benefit of the parties to it and is not intended to benefit or be enforceable by anyone else.

12.7 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.

12.8 All Contracts shall be governed by English law and any dispute arising under or in connection with the Conditions, any Contract or the sale of the Goods shall be referred to the English Courts.