1. INTERPRETATION
1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: being the location where the Supplier shall deliver the Goods, or where the Customer shall collect the Goods from the Supplier’s premises (as the case may be), pursuant to clause 4.6.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
Order: the Customer's order for the supply of Goods, as set out in the Supplier’s order confirmation.
Services: any services which may be provided by the Supplier to the Customer in connection with the supply of Goods.
Special Orders: has the meaning given in clause 12.
Supplier: being any one of the following businesses within the Roccia group who shall be responsible for fulfilling the Customer’s Order:
• Tile Mart Ltd, Mercedes-Benz House, Queen Street, Preston, PR1 4HH with company number 03691329.
• Roccia Bathrooms Ltd, Mercedes-Benz House, Queen Street, Preston, PR1 4HH with company number 13557603.
• Roccia Kitchens Ltd, Mercedes-Benz House, Queen Street, Preston, PR1 4HH with company number 13557561.
• Roccia Commercial Ltd, Mercedes-Benz House, Queen Street, Preston, PR1 4HH with company number 13634877.
•
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes email but excludes fax.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order submitted by the Customer is complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier sends to the Customer an order confirmation, at which point and on which date the Contract shall come into existence.
2.4 Sometimes the Supplier may reject Orders, for example, Goods are unexpectedly out of stock, the Customer is located outside of the UK or outside the Supplier’s delivery areas, the Supplier is unable to resource the Order or the Goods were mispriced by the Supplier. If one of these scenarios occurs, the Supplier shall advise the Customer regarding possible alternatives or refund any sums the Customer has paid.
2.5 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained on the Supplier’s website, or in the Supplier's catalogues or brochures (whether digital or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
3. GOODS
3.1 The Goods are described on the Supplier’s website, or in the Supplier's catalogues or brochures (whether digital or otherwise).
3.2 The Supplier shall take reasonable steps to ensure that the images of the Goods displayed on the Supplier’s website are as accurate as possible, including colour, appearance and detailing. However, the Supplier does not guarantee that the colour, appearance and detailing set out on the Supplier’s website, catalogues or brochures or on display in-store will reflect the exact colour, appearance and detailing of the Goods.
3.3 Some of the Goods the Supplier sells may include strict manufacturer instructions and steps to be taken by the Customer in order to prevent any damage being caused to the Goods following installation. The Supplier does not accept any liability for any Losses arising from the Customer’s failure to follow the manufacturer’s instructions.
3.4 The Supplier reserves the right to update, change or stop supplying Goods if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.
4. DELIVERY
4.1 Delivery of the Supplier’s Goods may be carried out by the Supplier or the Supplier’s third-party courier. The Supplier shall confirm who will be responsible for the Customer’s delivery within the order confirmation.
4.2 Prior to placing the Order, the Customer must be certain that the Delivery Location complies with the following:
4.2.1 For certain postcode locations, it may not be possible to deliver the Goods or delivery shall be subject to additional charges. Upon placing the Order, the Supplier will contact the Customer to confirm whether the Order is subject to these restrictions.
4.2.2 The delivery vehicle will require sufficient space to carry out delivery of the Goods and it is the Customer’s responsibility to ensure the area designated for delivery is clear and that delivery of the Goods shall take place on good sound hardstanding, where there will be sufficient space to unload the Goods safely.
4.2.3 Deliveries will not be possible where there is uneven ground, it is unsuitable to unload or safely utilise the tail lift or there is likely to be damage caused to the vehicle or products (tiles are fragile) in the course of delivering the Goods.
4.3 If there are specific arrangements required to successfully deliver the Goods i.e. the property is situated in an area that is unable to be reached by the delivery vehicles, it is the Customer’s responsibility to inform us at the point in which the Customer places the Order so that the Supplier is able to make alternative arrangements. Such arrangements may be subject to additional cost and may mean that kerbside delivery is not possible in these circumstances.
4.4 The Customer shall indemnify the Supplier against all liability or loss or damage suffered or incurred (including but not limited to damage to the Supplier’s or third party courier vehicles) where the Customer fails to comply with clause 4.2 and clause 4.3.
4.5 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.6 As set out in the Order, the Supplier shall either:
4.6.1 deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing at any time after the Supplier notifies the Customer that the Goods are ready to deliver; or
make the Goods available to collect from the Supplier premises or such other location as may be advised by the Supplier in writing prior to delivery within 30 Business Days of the Supplier notifying the Customer that the Goods are ready to collect.
4.7 Delivery of the Goods shall be kerbside only. Once delivery has been completed, it will be the Customer’s responsibility to arrange and carry out additional delivery of the Goods to any other area of the property.
4.8 Where the Supplier delivers the Goods, delivery is completed on the completion of unloading the Goods at the Delivery Location.
4.9 Where the Customer collects the Goods, delivery is completed on the completion of loading the Goods at the Delivery Location.
4.10 The Supplier shall provide the Customer with an estimated delivery date within the order confirmation. However, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.11 If the Supplier fails to deliver the Goods, 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 Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.12 Unless the Supplier and the Customer have agreed in writing special delivery terms, if the Customer fails to take delivery of the Goods within five Business Days of the Supplier notifying the Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.12.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.12.2 the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance) in accordance with clause 4.13.
4.13 Where agreed in writing, the Supplier may store the Goods in our warehouse. Storage of Goods shall be for a maximum period of 6 months from the date in which the Goods are received into our warehouse. Daily storage rates shall apply after a period of 3 months and shall be as agreed in writing from time to time. If no such charges are agreed in writing, the Supplier’s default charges shall apply at £1.00 per pallet or part pallet per day or £1.50 following the initial 6 month storage period.
4.14 If ten Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.15 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.16 The Customer shall examine the Goods as soon as reasonably practicable after delivery. The Customer shall notify the Supplier in writing within seven (7) days of delivery, (which the Customer agrees is a reasonable time) of any incomplete or failed delivery and of any loss or damage during carriage, failing which the Customer shall be treated as having waived all claims connected with such incomplete or failed delivery and all claims connected with such loss or damage.
4.17 All deliveries and collection of the Goods must be undertaken by a responsible person aged 18 or over. If the Customer is purchasing age-restricted Goods, the Supplier may ask the Customer to provide proof of age. If the Customer is unable to provide proof of age, the Supplier reserves the right to cancel the Order if the Supplier reasonably believes the Customer is not legally entitled to purchase age restricted Goods.
4.18 Where the Customer has selected to collect the Goods, the Supplier shall provide the Customer with available dates for collection and any restrictions for collection of the Goods at the Customer’s chosen showroom. The timeframe for collection of the Goods shall be set out within the order confirmation.
4.19 It is the Customer’s responsibility to ensure that the vehicle they are using to collect the Goods is suitable for transportation of the Goods. The Supplier does not accept any responsibility or loss arising out of any damage caused as a result of the Customer’s failure to comply with the terms of this clause 4.19.
5. QUALITY
5.1 The Supplier warrants that on delivery the Goods shall:
5.1.1 conform in all material respects with their description; and
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery (which the Supplier considers to be within 7 days of delivery) that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 To the extent that any Goods are manufactured and supplied by third parties, the Supplier shall pass on any warranties provided by third parties in respect of those Goods to the Customer.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery or collection of the Goods.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4; and
6.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
6.3.5.1 the Goods; and
6.3.5.2 the Customer's ongoing financial position.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, the Supplier may:
6.5.1 by notice in writing to the Customer, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
6.5.2 require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them.
7. SERVICES
7.1 If and to the extent that the Supplier provides any Services to the Customer in connection with the supply of Goods, the Supplier shall provide the Services using reasonable care and skill, but does not give the Supplier other warranties in respect of the Services.
7.2 The Customer shall cooperate with the Supplier in all matters relating to the Services.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price is as set out in the Supplier's published price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice in writing to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions.
8.3 The price of the Goods excludes:
8.3.1 amounts in respect of value added tax;
8.3.2 costs and charges relating to taxes, duties, levies and such other costs and charges incurred as a result of transporting the Goods; and
8.3.3 the costs and charges of packaging, insurance and transport of the Goods.
8.4 Except in the case of Special Orders and Orders made using a trade account, the Supplier may invoice the Customer for the Goods before, on or at any time after the completion of delivery pursuant to clause 4.6.
8.5 The Customer shall pay each invoice submitted by the Supplier:
8.5.1 within 30 days of the date of the invoice; or
8.5.2 if the Customer has an active trade account and the Supplier has offered credit terms, in accordance with clause 10.4;
8.5.3 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
8.5.3 time for payment shall be of the essence of the Contract.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 14, the Customer shall pay an administration fee on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. The Supplier reserves the right to charge an administrative fee, further to permissible statutory amounts.
8.7 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).
9. RETURNS & REFUNDS
9.1 Except where the Goods fail to meet their minimum statutory requirements, pursuant to clause 5.1, or in accordance with clause 2.4, clause 9.2, clause 9.3 or clause 14.3.3, the Supplier does not offer any returns or refunds on any of our Goods.
9.2 There may be circumstances where the Supplier will accept a return on the basis that:
9.2.1 it is a stock item that the Supplier is able to resell; or
9.2.2 a third-party supplier or manufacturer is willing to accept a return of its goods.
9.3 Any returns accepted:
9.3.1 pursuant to clause 9.2.1, shall be subject to a 20% restocking fee on the basis of the price paid by the Customer for the Goods; or
9.3.2 pursuant to clause 9.2.2, may be subject to a discretionary restocking fee which the Supplier will confirm to the Customer in writing as soon as possible.
9.4 Where the return of Goods has been accepted, pursuant to clause 9.3, the Customer shall return the Goods, at its own cost, within 5 Business Days.


9.5 The Customer can:
9.5.1 return the Goods to one of the Supplier premises, as agreed prior to return with the relevant trade account manager. The Customer will need proof of purchase and the card the Customer paid with for its Goods;
9.5.2 return the Goods to the Supplier using an established delivery service. Where the Customer chooses this option and the Supplier does not receive the Goods at all or within a reasonable timeframe, if the Supplier is unable to evidence delivery, the Supplier shall not refund the Customer for the sums paid for the Goods; or
9.5.3 where the Goods are too large to return via the options as set out in clause 9.5.1 and clause 9.5.2, the Supplier offers a courier service to collect the Goods and return it to the Supplier for an additional fee. The Supplier shall deduct the charges for this service from the refunded sum.
9.6 The Supplier shall only refund standard delivery costs and will not refund any additional sums that the Customer may have paid for express delivery or delivery at a particular time.
9.7 The Supplier may, at its sole discretion refuse to offer or reduce the Customer’s refund on the basis that the Goods have been damaged or used.
9.8 Refunds shall be made within 7-14 days of receiving the Goods back from the Customer. The Supplier shall refund the Customer by the method used for payment.
9.9 Returns and refunds shall not be accepted for any Special Orders in any circumstances.
10. TRADE ACCOUNT
10.1 All Customers are entitled to join the Supplier’s Trade Programme, offering businesses with exclusive discounts and benefits on a variety of Goods on the Supplier’s website.
10.2 Customers can apply for a trade account on the Supplier’s website at www.roccia.com. The Supplier shall review all applications within 48 hours. Where the Supplier approves the Customer’s application, the Supplier shall send a confirmation email to the Customer confirming that their trade account has been activated.
10.3 Once the Customer’s trade account has been activated, the Customer shall:
10.3.1 be provided with such discount codes and other promotional material as may be applicable from time to time;
10.3.2 be assigned a dedicated account manager who will provide the Customer with expert advice knowledge and updates regarding Goods and the Customer’s Order; and
10.3.3 receive exclusive access to trade events and promotions.
10.4 Where the Customer has been offered credit terms as part of their trade account, payment of the Customer’s invoice shall be due in accordance with the terms and conditions provided by the Supplier from time to time.
10.5 Where a Customer does not have a credit account as part of their trade account, payment must be made in full prior to the order being dispatched/collected.
11. SAMPLES
11.1 The Customer may order samples of some of the Supplier’s Goods via our website. The Supplier’s service is provided on the basis of available stock within the Supplier’s showrooms or warehouse from time to time.
11.2 Samples including natural products such as marble or marble-effect have the largest degree of variance. No two natural products are the same and therefore the Customer agrees that Goods purchased containing natural elements may vary from the sample.
11.3 The Customer acknowledges that there may be circumstances where samples may not be available. For example, the Supplier will not be able to supply samples of Goods for Special Orders.
12. SPECIAL ORDERS
12.1 Special Orders are those orders which require us to source Goods from our third-party suppliers outside of the UK and items we do not hold in stock.
12.2 The cost of Special Orders shall always include the cost of the Goods and the cost of transporting the Goods into the UK and to our warehouse.
12.3 All payments for Special Orders are required to be made in full prior to the Customer placing the Order with the Supplier.
12.4 The Customer is referred to clause 10 and clause 11 for limitations regarding Special Orders.
13. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 The limits and exclusions in this clause 13 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
13.2 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
13.3 Nothing in the Contract limits any liability for:
13.3.1 death or personal injury caused by negligence;
13.3.2 fraud or fraudulent misrepresentation;
13.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.3.4 the Customer's payment obligations under the Contract.
13.4 Subject to clause 13.3, the Supplier's total liability to the Customer in connection with the supply of Goods under any Contract shall not exceed 100% of the total amount paid or payable by the Customer in respect of the Goods supplied under the relevant Order in respect of which liability arose.
13.5 Subject to clause 13.3, the following types of loss are wholly excluded:
13.5.1 loss of profits (including loss of anticipated savings);
13.5.2 loss of sales or business;
13.5.3 loss of agreements or contracts;
13.5.4 loss of use or corruption of software, data or information;
13.5.5 loss of or damage to goodwill; and
13.5.6 indirect or consequential loss.
13.6 Subject to clause 13.3, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1 except as set out in clause 5, and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.7 This clause 13 shall survive termination of the Contract.
14. TERMINATION
14.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
14.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
14.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
14.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
14.1.4 the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
14.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 14.1.2 to clause 14.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer:
14.3.1 fails to pay any amount due under the Contract on the due date for payment;
14.3.2 does not, within a reasonable amount of time of the Supplier asking for it, provide the Supplier with information, cooperation or access required to supply the Goods; or
14.3.3 does not, within a reasonable amount of time, either allow the Supplier to deliver the Goods or the Customer collect the Goods from the Supplier. If the Customer does not collect the Goods within the timeframe, pursuant to clause 4.18, the Order shall be cancelled and the purchase price refunded.
14.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and administration fee of £50 and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.
14.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15. FORCE MAJEURE
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event.
16. GENERAL
16.1 Assignment and other dealings.
16.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice of such dealing to the Customer.
16.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
16.2 Confidentiality.
16.2.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2.2.
16.2.2 Each party may disclose the other party's confidential information:
16.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and
16.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.2.3 Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16.3 Entire agreement.
16.3.1 The Contract constitutes the entire agreement between the parties.
16.3.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.4 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5 Waiver.
16.5.1 Except as set out in clause 2.5, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
16.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 16.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.7 Notices.
16.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
16.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
16.7.1.2 sent by email to the addresses as set out in the Order (or an address substituted in writing by the party to be served).
16.7.2 Any notice shall be deemed to have been received:
16.7.2.1 if delivered by hand, at the time the notice is left at the proper address; or
16.7.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
16.7.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
16.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.8 Third party rights.
16.8.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.8.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
16.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.