5.1 Bob Stevenson supplies Loan Goods in the reasonable expectation that Bob Stevenson will become the
Customer's preferred supplier for goods of the kind manufactured or supplied by Bob Stevenson on or
before the expiry of the Loan Period. Bob Stevenson will not supply Loan Goods for a particular
application on more than one occasion in any three year period, or in any event to
Customers not in the UK Mainland.
5.2 The provisions of this clause 5 apply in priority to any conflicting provisions of these
Conditions where goods are supplied to a Customer as Loan Goods. Save as varied by
this clause, these Conditions (and in particular and without limitation all Conditions
concerning visits to and attendance at premises) have effect in relation to such goods.
5.3 Goods are supplied as Loan Goods only where Bob Stevenson's order acknowledgement form
contains a statement to that effect, and only for the Loan Period.
5.4 The Price for Loan Goods is payable as to:
5.4.1 the amount by which the normal net trading value of the Loan Goods (determined by Bob Stevenson
and given in Bob Stevenson's order acknowledgement form) exceeds £1,000; and
any Premium Delivery Charge; and
any Premium Manufacturing Charge; and
the cost of delivery and packing; and
Bob Stevenson's price of any components not manufactured by Bob Stevenson save for any standard motor
comprised in the Loan Goods;
in accordance with these Conditions as if Loan Goods were goods supplied by Bob Stevenson in
ordinary course;
5.4.2 the balance within 30 days of acceptance or deemed acceptance by the Customer of the
Trial Goods, irrespective of the date of Bob Stevenson's invoice for such balance.
5.5 The Customer will be deemed to accept Loan Goods:
5.5.1 on the date of its notification to Bob Stevenson of such acceptance if earlier than the date of expiry of
the Loan Period; or
5.5.2 on the date of expiry of the Loan Period unless the Loan Goods are returned to Bob Stevenson at the
cost of the Customer and received by Bob Stevenson (in accordance with clause 5.6) in Normal
Working Time by Bob Stevenson at Highbridge in a cleaned, safe and undamaged condition.
5.6 Loan Goods are received by Bob Stevenson for the purposes of clause 5.5.2 at the time and on the
date given in Bob Stevenson's Goods Return Note. The issue of any such Note is without prejudice to
any other provisions of this clause and of these Conditions, and does not in any event imply
that Loan Goods are returned in such a condition as complies with clause 5.5.2.
5.7 If Loan Goods are returned in accordance with and in the condition set out in clause 5.5.2
the balance due under clause 5.4.2 is not payable.
5.8 If Loan Goods are returned in a condition which is not in accordance with, or are not in any
event returned in accordance with, clause 5.5.2:
5.8.1 Bob Stevenson may (but is not obliged to) accept return of such goods and if it does so the Customer
will on demand indemnify Bob Stevenson against and pay to Bob Stevenson an amount (to be determined by
Bob Stevenson) equal to the difference between the realisable value of the Loan Goods in the state in
which they were returned and the value of similar goods in a reasonable condition (Bob Stevenson
having regard to the use or application of the Loan Goods so returned for the shorter of the
actual period of such use or application or the Loan Period);
5.8.2 where Bob Stevenson does not accept such return pursuant to clause 5.8.1 the balance of the Price is
payable by the Customer pursuant to clause 5.4.2 and clause 29 (storage) shall apply in
respect of such Loan Goods not so accepted.
5.9 Bob Stevenson gives no warranty that Loan Goods (whether as supplied or as subsequently modified
following discussion with Bob Stevenson or otherwise) are suitable for any purpose or application, the
same being supplied on a trial or concessionary basis.
5.10 All work done on or in respect of Loan Goods following their despatch to a Customer forms
a separate contract for services to be provided or furnished by Bob Stevenson and will be charged for
accordingly, save where such work comprises (in Bob Stevenson's opinion) a minor modification when
Bob Stevenson will carry out such modification free of charge provided that:
5.10.1 the relevant Loan Goods are returned at the cost of the Customer to Highbridge in a
cleaned, safe and undamaged condition; and
5.10.2 the necessary work takes no longer than four man hours and can be effected in Normal
Working Time; and
5.10.3 no replacement or new bought-in components are required for the work; and
5.10.4 the Customer arranges for and is responsible for the cost of the collection from and return
of the Loan Goods to the Customer.
6.1 The Price will be the price stipulated in Bob Stevenson's order acknowledgment form.
6.2 Except as otherwise stated in Bob Stevenson's order acknowledgment form or as otherwise agreed in
writing, all Prices are given by Bob Stevenson:
6.2.1 for goods to be delivered within UK Mainland:
6.2.1.1 on a delivered basis and include delivery costs and charges (other than any Premium
Delivery Charge) to a destination within 10 miles (by road) of an 'A' class road. Where such
destination is more than 10 miles (by road) of an 'A' class road the Customer is to pay (and
the Price given will exclude) in addition any delivery charge in excess of such charge which
would have been made had such destination been less than 10 miles (by road) of an 'A'
class road and the Customer must accept that (notwithstanding the generality of clause 9.4)
the time taken for delivery may be longer in the case of such destination than would
otherwise be the case;
6.2.1.2 excluding unloading. In all cases unloading is for the account of and is the sole
responsibility of the Customer;
6.2.2 for goods to be delivered outside UK Mainland on an ex-works all charges forward basis
and exclude transport, loading, storage, any Premium Delivery Charge, packaging and
insurance, taxes, duties and levies. Where Bob Stevenson agrees to deliver such goods otherwise
than at Highbridge, Bob Stevenson will arrange such delivery and insurance for the Customer as the
Customer's agent and will use reasonable endeavours to effect the Customer's
requirements relating thereto. The Customer will be solely responsible for all delivery costs
(including in all cases transport and off-loading, packaging and insurance), taxes, duties
and levies and will on demand indemnify Bob Stevenson in respect of any claim or demand in
connection therewith.
6.3 Bob Stevenson may by giving notice to the Customer at any time before delivery, increase the Price to
reflect any increase in costs which is due to any factor beyond the control of Bob Stevenson such as
without limitation any increase in the price of materials, parts, components, fan motors,
labour, transport, or other costs of manufacture or provision any change in delivery address
or place of provision, dates, quantities or specifications requested by the Customer, or any
delay caused by any instructions of the Customer or failure by the Customer to give Bob Stevenson
adequate information or instructions on a timely basis.
6.4 The Price is exclusive of VAT and any other tax duty or levy, any licence fee or charge or
any credit card charge or surcharge incurred to Bob Stevenson, which is payable by the Customer and
which will be due at applicable rates or appropriate costs on the date of Bob Stevenson's invoice.
6.5 In the event that the Customer requests Bob Stevenson to make any visits to the building or site where
the goods are to be installed or the services are to be wholly or partly provided or Bob Stevenson
reasonably considers that such visits are necessary for the proper performance of the
Contract, without prejudice to the provisions of clause 21 which shall, where applicable,
apply in priority to this provision Bob Stevenson may at its discretion charge the Customer for any
costs reasonably incurred by it in connection with such visits.
7.1 Subject to any special terms agreed in writing or specified on Bob Stevenson's order acknowledgment
form, Bob Stevenson may invoice the Customer:
7.1.1 for goods on or at any time after completion of manufacture or at any time after delivery of
the goods or, if the Customer wrongfully fails to take delivery, at any time after Bob Stevenson has
tendered delivery;
7.1.2 for services on or at any time after the issue of Bob Stevenson's order acknowledgement form.
7.2 Save where the provisions of clause 7.4 and/or clause 7.5 and of this clause apply,
payment of the Price and VAT is due in full in cleared funds at the end of the month
following the month in which an invoice is dated; and
7.2.1 payment for goods must be made even if delivery has not taken place and property in any
of the goods has not passed to the Customer;
7.2.2 if services have not been provided following an act, omission or default of the Customer, the
Customer will be charged and is to pay as if it were the Price a charge determined by Bob Stevenson
which reflects the cost to Bob Stevenson of its administration and expenses properly incurred in
1.1.1 preparing for the provision of the services not provided;
1.1.2 Bob Stevenson may agree or stipulate (notwithstanding any provision of these Conditions) that payment is made by any credit card or charge card accepted by Bob Stevenson and in such case payment by such means is to be made (irrespective of date or delivery of invoice) within five Working Days of the date of Bob Stevenson's order acknowledgement form;
1.1.3 Time for payment will be of the essence.
1.2 Payment is to be made in pounds sterling.
1.3 Where the Customer is not resident in the United Kingdom or otherwise where Bob Stevenson so directs:
1.3.1 where the Price and all other amounts payable under the relevant Contract is in aggregate £10,000 (or such other sum as Bob Stevenson in its sole discretion may have stipulated prior to such contract) or less the Price and all such amounts are to be paid by direct bank transfer to such account as Bob Stevenson directs at such time as Bob Stevenson requires or in the absence of such requirement (and in any event) prior to Bob Stevenson being required to despatch or (where appropriate) deliver the goods or provide the services;
1.3.2 where the Price and all other amounts payable under the relevant Contract is in excess of £10,000 (or such other sum as Bob Stevenson in its sole discretion may have stipulated prior to such contract) the Price and all such amounts are to be paid (unless Bob Stevenson otherwise agrees) by direct bank transfer to such account as Bob Stevenson directs at such time as Bob Stevenson directs or if no such direction as to time is made promptly on receipt of Bob Stevenson's despatch note;
but provided that:
1.3.2.1 where Bob Stevenson agrees to accept payment by confirmed irrevocable letter of credit Bob Stevenson will make an administration charge equal to 5% (or such other percentage as may be agreed) of the Price and other amounts payable. Such administration charge is to be payable by such letter, which is to be effected not later than ten Working Days after the date of Bob Stevenson's order acknowledgement or (if later) after the date of Bob Stevenson's agreement and is to be payable at the counters of Barclays Bank Plc in Yeovil, Somerset (or such other bank as Bob Stevenson may advise) on sight of Bob Stevenson's despatch note and otherwise as approved by Bob Stevenson;
1.3.3 where any payment due under this clause is not made on its due date Bob Stevenson may without prejudice to any other remedy it may have rescind the Contract and the Customer shall on demand pay to Bob Stevenson the costs incurred by it in respect of work done relating to the Contract up to the date of rescission and any costs incurred by it as a consequence of such non-payment;
1.3.4 this clause 7.4 applies in priority to clause 7.5 so that where the preamble to this clause 7.4 applies payment is to be made in accordance with its terms whether or not the contract is a Large Value Contract;
1.4 Where the Contract is a Large Value Contract and where clause 7.4 does not apply:
1.4.1 the Price is payable:
1.4.1.1 as to 15% thereof: with order. Bob Stevenson will not issue any order acknowledgement form before receipt of such payment;
1.4.1.2 as to 45% thereof: within 10 Working Days of Bob Stevenson notifying the Customer (which notification may be in Bob Stevenson's order acknowledgement form) of anticipated Manufacturing Completion Date;
1.4.1.3 as to the balance of the Price and all other sums payable in respect of or pursuant to a relevant Contract: 30 days from the end of the month in which the anticipated Manufacturing Completion Date falls.
1.4.2 All other terms and conditions apply to each payment under 7.5.1 above as if each such payment were the Price.
1.4.3 Where any payment due under this clause is not made on its due date Bob Stevenson may without prejudice to any other remedy it may have rescind the Contract and the Customer shall on demand pay to Bob Stevenson the costs incurred by it in respect of work done relating to the Contract up to the date of rescission and any costs incurred by it as a consequence of such non-payment.
1.5 Where the Customer is a First Customer the Price and all other sums due under the Contract are payable with order and Bob Stevenson will not issue any order acknowledgement form before receipt of cleared funds for such payment. Clauses 7.4 and 7.5 shall not apply to such First Customer and this clause 7.6 shall have priority over each of such clauses.
1.6 Without limiting any other right or remedy available to Bob Stevenson, if the Customer fails to pay the Price by the due date the Customer will not be allowed any discount granted by Bob Stevenson and will pay interest on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgment) on a daily basis at a rate of 4% p.a. over the base rate from time to time of Barclays Bank plc and will reimburse to Bob Stevenson all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
2 DEBT RECOVERY PROCEDURE
2.1 Without prejudice to Bob Stevenson's right to recover any moneys due to it in such manner as it thinks fit and at any time, Bob Stevenson notifies Customers that its standard debt recovery procedure is as set out in this clause.
2.2 Bob Stevenson will not accept that a Customer enjoys extended or varied payment terms unless written evidence of Bob Stevenson's agreement thereto pursuant to clause 2.4 is produced on demand and in any event before any relevant payment date showing such agreement signed by a director of the Company.
2.3 Where moneys are not paid on any due date:
2.3.1 Bob Stevenson will issue a payment reminder within 7 days of such date;
2.3.2 if such moneys are not paid within 7 days of such reminder Bob Stevenson will notify the Customer of its intent to issue appropriate recovery or other proceedings, make no delivery of any goods and cease work on or manufacture of any goods ordered by a relevant Customer;
2.3.3 if such moneys are not paid within 7 days of such notification Bob Stevenson's Solicitors will be instructed to issue any relevant or appropriate proceedings;
2.3.4 if proceedings are issued Bob Stevenson will pursue the same to judgment and enforce such judgment in such manner as it sees fit.
3 PRODUCTION AND DELIVERY
3.1 Bob Stevenson is not obliged to commence production of or (insofar as it is necessary for Bob Stevenson to do so) the ordering of components and materials for the goods or take any steps in connection with the provision of any services until the Customers approval in writing is received to any drawings or other matters required for the purposes of the Contract and Bob Stevenson has received all parts, components or information which the Customer is to supply or provide. If such approval is not received within 2 weeks of submission of such drawings or other matters Bob Stevenson may without prejudice to any other remedy which it may have rescind the contract and the Customer shall on demand pay Bob Stevenson the costs incurred by it in respect of work done relating to the Contract up to the date of recision.
3.2 All orders for goods must state the place of delivery of the goods. Delivery takes place when the goods are delivered at any time (whether or not Normal Working Time) to the place of delivery which unless otherwise agreed for goods to be delivered in UK Mainland is the address given on Bob Stevenson's order acknowledgement or if not so given the Customer's address in the UK and for goods destined for export is Highbridge.
3.3 All orders for services must state the place at which services are to be provided (where such services are not such as to be furnished from Highbridge in the ordinary course).
3.1 Bob Stevenson is not obliged to commence production of or (insofar as it is necessary for Bob Stevenson to do so) the ordering of components and materials for the goods or take any steps in connection with the provision of any services until the Customers approval in writing is received to any drawings or other matters required for the purposes of the Contract and Bob Stevenson has received all parts, components or information which the Customer is to supply or provide. If such approval is not received within 2 weeks of submission of such drawings or other matters Bob Stevenson may without prejudice to any other remedy which it may have rescind the contract and the Customer shall on demand pay Bob Stevenson the costs incurred by it in respect of work done relating to the Contract up to the date of recision.
3.2 All orders for goods must state the place of delivery of the goods. Delivery takes place when the goods are delivered at any time (whether or not Normal Working Time) to the place of delivery which unless otherwise agreed for goods to be delivered in UK Mainland is the address given on Bob Stevenson's order acknowledgement or if not so given the Customer's address in the UK and for goods destined for export is Highbridge.
3.3 All orders for services must state the place at which services are to be provided (where such services are not such as to be furnished from Highbridge in the ordinary course).
3.4 Any dates and times quoted for manufacturing completion or delivery of the goods or the provision of services are approximate only (and are in any event subject to timely approval or supply of parts, components or free issue goods as referred to in clauses 4 and 9.1). Bob Stevenson will use reasonable endeavours to effect manufacturing completion, delivery and provision on estimated dates. Bob Stevenson accepts no liability for or in respect of any delay or the consequences of any delay in such delivery or provision and in particular and without limitation in any delay occasioned by act or default of a carrier.
3.5 Where the Customer has paid or is to pay pursuant to a Contract a Premium Delivery Charge Bob Stevenson will:
3.5.1 use all reasonable endeavours to complete the goods ready for despatch by its quoted Manufacturing Completion Date;
3.5.2 to the extent that it fails to do so refund or allow to the Customer such a proportion of the Premium Delivery Charge as is equal to the ratio which the time elapsed between the quoted Manufacturing Completion Date and the actual Manufacturing Completion Date bears to the time between the quoted Manufacturing Completion Date and what would have been the actual Manufacturing Completion Date estimated by Bob Stevenson had no Premium Delivery Charge been paid or payable.
3.6 Bob Stevenson may deliver goods by separate instalments in any sequence or may furnish services in discrete parts in any sequence. Each separate instalment or discrete part is to be invoiced and paid for in accordance with these Conditions.
3.7 The failure of Bob Stevenson to deliver any one or more instalments of the goods or furnish any discrete part of the services will not entitle the Customer to treat the whole Contract as repudiated.
3.8 Where the Contract is for a bulk quantity of goods for delivery in any number of parts when requested by the Customer or for the provision of services at times requested (subject to these Conditions) by a Customer, the Customer is to call for delivery of the entire quantity to be effected or for the entirety of the Services to be provided within 12 months of the date of Bob Stevenson's order acknowledgment form. For goods, Bob Stevenson are entitled to invoice and/or deliver and the Customer is to accept delivery of any balance of such quantity not requested within that 12 months at any time after the expiry of that period. For services, Bob Stevenson are entitled to invoice for and be paid for any services not provided within that 12 months at any time after the expiry of that period.
3.9 If the Customer fails to take delivery of goods, the Customer is to be liable for all storage and other costs incurred by Bob Stevenson as a result of such failure, payable on demand. This liability will not affect the Customer's obligation to purchase the goods or any right of Bob Stevenson to damages.
3.10 Unless itself negligent, Bob Stevenson will not be liable to the Customer or any third party for any loss or damage caused or incurred during the unloading or siting of the goods.
4.1 The Purchaser will be deemed to have accepted all goods 3 Working Days after their delivery to the Customer.
4.2 Where the goods are sold as a batch, the Customer may (subject to these Conditions) reject only the allegedly defective goods in the batch and not the entire batch.
5.1 Risk passes:
5.1.1 for goods to be delivered within UK Mainland on first tendering delivery to customers' premises or such place as is otherwise agreed as the place of delivery;
5.1.2 for goods to be delivered outside UK Mainland on despatch of the goods whether or not the Customer (wrongfully or otherwise) takes delivery.
5.2 The goods to which the Contract relates are to remain Bob Stevenson's property until the Customer has paid all sums due to Bob Stevenson under the Contract or otherwise.
5.3 So long as the goods remain Bob Stevenson's property the Customer will:-
5.3.1 hold them as Bob Stevenson's bailee;
5.3.2 ensure that the goods are stored separately from other goods in the Customer's possession, are readily identifiable at all times as the property of Bob Stevenson, and are insured; and
5.3.3 allow the authorised representatives of Bob Stevenson to enter any premises where the goods are stored in order to repossess them or inspect them.
7.1 Bob Stevenson warrants that subject to compliance (where appropriate) by the Customer with its obligations under these Conditions it will provide the services using reasonable care and skill.
7.2 Save where the Contract expressly so provides, or otherwise as agreed, Bob Stevenson is not obliged to carry out any inspection or assessment of any item other than the item or items in respect of which the services are to be provided whether to ascertain whether the services to be provided are adequate, appropriate or likely to be effective, or otherwise.
8.1 Where goods supplied under a contract (whether for supply of goods or (if services) are replacement parts for old or new fans, whether or not of Bob Stevenson's manufacture:
8.1.1 (subject to clause 14.1.3) clause 12 shall not apply;
8.1.2 Bob Stevenson warrants that it will replace or repair (at its option) any such part which is defective by reason of a fault in its manufacture or assembly only;
8.1.3 clause 12.3.1 shall apply mutatis mutandis;
8.1.4 Bob Stevenson's liability under this clause and accordingly the warranty given in clause 14.1.2 terminates on the earlier of the date which is three months from the date of Manufacturing Completion of the replacement part or where clause 12 applies in respect of the goods the date on which the warranty given in that clause ceases to have effect.
9.1 Bob Stevenson will be under no liability if:
the Defect in the goods arises from; or
the technical and commercial details set out in Bob Stevenson's order acknowledgement form are not properly prepared; or
Bob Stevenson is unable to furnish or has not furnished the services; or
Bob Stevenson is unable to furnish or has not furnished the services to any standard;
because of:
9.1.1 any specifications, information parts components or other items supplied by the Customer; or
9.1.2 the failure of the Customer to supply any relevant or necessary specifications, information, parts, components or other items.
9.1.3 incorrect installation or sub-standard workmanship on the part of the Customer or its agents; or
9.1.4 defective free issue parts; or
9.1.5 the use of the goods or the use of any items , information, matters or advice forming part of the services otherwise than for the purpose for which they were intended; or
9.1.6 where any goods are replacement parts (and without prejudice to clause 14.1) any fault or defect caused to such parts by the state or inferior state or condition of the equipment in which such parts are installed or to which they are attached or with which they are used;
9.1.7 wear and tear wilful damage negligence of the Customer or other third party abnormal working conditions improper storage carriage handling and packing or misuse; or
9.1.8 any alteration or modification or repair of the goods without Bob Stevenson's prior approval; or
9.1.9 any prices, specifications or other particulars contained in Bob Stevenson's catalogues, price lists or other advertising material (since these are representative only and not intended to form a part of the Contract or be treated as representations); or
9.1.10 any technical information recommendations statements or advice made by Bob Stevenson its employees or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or
9.1.11 any failure by the Customer to observe any instructions given by Bob Stevenson (however given) relating to the goods or the use thereof or the application of or the results of the provision of the services; or
9.1.12 any variations in the dimensions of any of the goods or changes of their specifications or substitution of any materials or components if the variation or substitution does not materially affect the characteristics of the goods, and the substituted materials or components are of a quality equal or superior to those originally specified; or
9.1.13 the passing through any fan or blower comprised in the goods or their use for or in connection with anything other than dry clean gas unless such use was specifically agreed by Bob Stevenson prior to or in the Contract or acknowledged in Bob Stevenson's order acknowledgement form.
10.1 Any claim for:
non-delivery of the full consignment of goods; or
that any goods have been delivered damaged; or
goods are not of the correct quantity; or
goods do not comply with their description;
must be notified by the Customer to Bob Stevenson within 3 Working Days of delivery of the goods or within such lesser time as any conditions of carriage imposed by a carrier require.
10.2 Any alleged Defect must be notified by the Customer to Bob Stevenson within 3 Working Days of the delivery of the goods or, in the case of any Defect which is not reasonably apparent on visual inspection, within 3 Working Days after the time at which the alleged defect is, or ought reasonably to have been, discovered and, in any event, within the following periods:-
10.2.1 for goods manufactured by Bob Stevenson, 12 months from the date of Manufacturing Completion save where such goods are replacement parts, in which case such notification must be within 3 Working Days of the expiry of the warranty period given in clause 14.1.4;
10.2.2 for goods or component or other parts of goods not of Bob Stevenson's manufacture the warranty period given by the manufacturer.
10.3 Any allegation that the services have not been furnished in accordance with clause 13.1 must be made within 3 calendar months after the day on which services were provided or furnished.
10.4 Any claim under clause 12, clause 13 or clause 14 or this clause 16 must be in writing must contain full details of the claim and must make reference to Bob Stevenson's job number or numbers set out on Bob Stevenson's order acknowledgment form.
10.5 Bob Stevenson must be afforded reasonable facilities to investigate any claims made under these Conditions and must in any event be offered a reasonable time to do so.
10.6 Bob Stevenson will have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these Conditions.
10.7 Bob Stevenson will in any event be discharged from all liability arising under the Contract unless where the Contract is for goods proceedings are commenced within 12 months from the date of Manufacturing Completion of the goods or where the Contract is for the services proceedings are commenced within 3 months from the date of the provision of the services.
11.1 Subject as expressly provided in these Conditions all representations, warranties, conditions or terms relating to fitness for purpose, condition or quality of the goods or the provision of services, whether express or implied by statute or common law, are excluded to the fullest extent permitted by law and Bob Stevenson will have no liability to the Customer for the consequences of any negligence or breach of statutory or other duty or failure to perform the Contract.
11.2 Nothing in the Contract will restrict or exclude liability for death or personal injury caused by the negligence of Bob Stevenson.
11.3 Bob Stevenson's liability to the Customer, whether for any breach of contract, negligence or otherwise, will not in any event exceed the Price.
11.4 In no event will Bob Stevenson be under any liability whatever to the Customer or any other person for any loss of profit, business, contracts, revenues or anticipated savings, or for any indirect or consequential loss and/or expense (whatever the cause, including negligence) suffered by the Customer or any other person.
Bob Stevenson is not liable for any default due to any Act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event or circumstance beyond the reasonable control of Bob Stevenson.
13 INSOLVENCY OR OTHER DEFAULT OF CUSTOMER
13.1 This clause 19 applies if:-
13.1.1 the Customer fails to make payment when due or commits any other breach of the Contract; or
13.1.2 the Customer makes any arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
13.1.3 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer; or
13.1.4 the Customer ceases, or threatens to cease, to carry on business; or
13.1.5 Bob Stevenson reasonably apprehends that any of the events listed in clauses 19.1.1 to 19.1.4 inclusive is about to occur in relation to the Customer and notifies the Customer accordingly.
13.2 If this clause applies, Bob Stevenson may in its absolute discretion suspend all further deliveries of goods or supplies of services including those due under call-off contracts, and/or cease any service or warranty support or technical assistance, and/or terminate the Contract, without liability on its part. If the goods have been delivered but not paid for or services have been provided but not paid for, the Price will become immediately due and payable.
14.1 In no case may any trade mark or marks other than those applied by Bob Stevenson be marked on, or applied in relation to, the goods.
14.2 No right or licence is granted under the Contract by Bob Stevenson to the Customer in relation to any intellectual property rights, except the right to use or resell the goods.
14.3 The Customer must not, without Bob Stevenson's written consent:-
14.3.1 alter any representation of or materials displaying any intellectual property of Bob Stevenson;
14.3.2 copy or allow others to copy the goods or part of them; or
14.3.3 reproduce or disclose Bob Stevenson's designs drawings or information, however the same is furnished to the Customer.
15.1 Where for any purpose arising under or in connection with a Contract (including any performance of Bob Stevenson's warranty obligations in these Conditions) any employee or other person authorised by Bob Stevenson attends at or visits any premises of the Customer or of any third party, the Customer will ensure that Bob Stevenson's personnel and other authorised persons are provided with safe access to and egress from such premises and safe working conditions and are provided with all facilities and assistance reasonably required by Bob Stevenson for the purposes of such attendance or visit.
15.2 The Customer will indemnify Bob Stevenson and keep Bob Stevenson indemnified from and against all claims, demands, proceedings and liabilities and any costs and expenses properly and reasonably incurred by Bob Stevenson arising from or in connection with any death of or personal injury to any of Bob Stevenson's employees or other authorised persons or damage to any property of Bob Stevenson or Bob Stevenson's personnel arising in the course of or as a result of any visit to or attendance at premises as referred to in clause 15.1.
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