STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES
Unit 8 Limited Trading as “Print It” and “Print and Design It”
1. Application of Terms and Conditions
1.1. The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the Estimate, Quotation, or Order Acceptance which shall be subject to these Terms and Conditions; and
1.2. The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer, including but not limited to any conditions of Purchase on any Purchase Order submitted by the Customer.
2. Definitions and Interpretation
2.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday; or any day between the 26th December in any year and the 2nd January in any subsequent year.
“Commencement Date” means the commencement date for the Contract as set out in the Estimate, Quotation or Order Acceptance;
“Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the Goods;
“Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month;
“Services” means the Services to be provided to the Customer as set out in the Estimate, Quotation or Order Acceptance;
“Review Period” means the period of fourteen days commencing on the date that a Customer is given the opportunity to review a website
“Supplier” means Unit 8 Limited, a company registered in England under 04039180 of 12 Beaver Industrial Estate, Liphook, Hampshire, GU30 7EU and includes all employees and agents of Unit 8 Limited.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
4. a Schedule is a schedule to these Terms and Conditions; and
5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
2.3. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4. Words imparting the singular number shall include the plural and vice versa.
2.5. References to any gender shall include the other gender.
3. Basis of Sale and Service
3.1. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2. No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3. Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services, or has accepted an order placed by the Customer by whichever is the earlier of:
1. the Supplier’s written acceptance;
2. delivery of the Goods;
3. provision of the Services; or
4. the Supplier’s invoice.
Any Estimate or Quotation issued by the Supplier shall be valid for 30 days from the date of issue and if expressed as an offer to sell the Goods and Services, shall be deemed withdrawn if not accepted within that time.
3.4. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4. The Goods
4.1. No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
4.2. The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4. The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
4.5. No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier 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 Supplier as a result of such cancellation.
4.6. Where the Supplier has informed the Customer that it is ready to commence production of the Goods, and where the Customer has requested a delay in production of the Goods of in excess of 90 Business Days, the Supplier shall be entitled to invoice the Customer for any materials purchased by the Supplier in order to fulfil the contract.
5. The Services
5.1. With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 10 and 11 will provide the Services expressly identified in the Estimate, Quotation or Order Acceptance.
5.2. The Supplier will use reasonable care and skill to perform the Services identified in the Estimate, Quotation or Order Acceptance.
5.3. The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations. Any indication by the Supplier of the likely duration of any project is an estimate only and the Supplier is not responsible for project over-runs whatever the cause.
5.4. Where a project has multiple components including Design, production of Artwork, Printing, Display Panel Production, Website uploading or other services; the Supplier will treat each component as a separate service and will be entitled to invoice the Customer for each component on completion or in advance as agreed.
6. Artwork, Proofs and Variations
6.1. Where the Supplier has created artwork the Customer will be required to sign off an acceptance of the artwork before the Supplier produces any Goods from the artwork.
6.2. Where artwork is provided by the Customer, then it is the responsibility of the Customer to ensure that the artwork is print-ready and approved before providing it to the Supplier. The Supplier will be entitled to charge for any Goods produced from artwork supplied by the Customer not-withstanding any errors in the artwork. Where the Customer provides artwork and any Proof not produced by the Supplier, the Supplier will not be responsible for any variations between the proof and the finished Goods due to differences in production methods, equipment, materials and other factors.
6.3. The Supplier may provide proofs for the Customer to approve prior to any production of Goods. The Supplier shall incur no liability for any errors not corrected by the Customer where the Customer has been provided with proofs. When style, type or layout has been left to the Supplier’s discretion, the Supplier may charge extra for changes required by the Customer.
6.4. Where the Customer waives any requirement to examine proofs, the Supplier shall not be liable for any errors in the finished Goods.
6.5. Due to differences in equipment, paper, and other materials, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed Goods will be deemed acceptable by the Customer.
6.6. The Supplier will use reasonable endeavours to produce the correct quantity of printed Goods ordered, however margins of up to 10 percent will be deducted or charged extra unless otherwise agreed in writing.
7. Materials supplied by the Customer and Data Formats
7.1. It is the Customer’s responsibility to retain a copy of any material supplied to the Supplier.
7.2. Text is to be supplied by the Customer to the Supplier in electronic format as a standard text (.txt), MS Word (.doc) on USB stick or by email.
Images and Illustrations which are supplied in an electronic format, are to be provided in a format as prescribed by Unit 8 Ltd via a Web download, USB, or electronic device. Images must be of a quality suitable for use without any subsequent image processing, and Unit 8 Ltd will not be held responsible for any image quality which the client later deems to be unacceptable. Unit 8 Ltd cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
Additional image expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, colour correction of images or data entry services.
7.3 Where the Customer provides any Data that constitutes Personal Data as defined in the Data Protection Act 2018, including but not limited to names and addresses for mailing purposes, such Data will be provided in accordance with the Supplier’s Data Protection Policy, and by secure method with a separate password. In the event that the Customer requires the Supplier to receive Personal Data, the parties will enter into a separate Data Processing Agreement.
8. Copyright, Licensing and Illegal matter
8.1. The Supplier shall not be required to provide any services or print any matter including any text, images or other content which in the opinion of the Supplier is or maybe of an illegal or libellous nature or an infringement of the proprietary rights of any third party.
8.2. The Supplier reserves the right to refuse to include any material submitted by the Customer at its absolute discretion and without providing a reason.
8.3. If any images or material are included in any work, and the Supplier should later find that such images or material contravenes these terms and conditions then the Supplier may remove such images and text, or alternatively the Customer will remove such images and or text at the Supplier’s request.
8.4. Where the Customer supplies text, images or other material to the Supplier, the Customer declares that it is the owner of the intellectual rights in such material and grants to the Supplier sufficient licence for the Supplier to use such material freely in carrying out the Services.
8.5. The Customer will indemnify the Supplier in respect of any claims, costs and expenses arising out of the production of any Goods or the provision of any Services by the Supplier incorporating any illegal or unlawful matter including matter which is libellous or infringes the copyright, patent, design or any other proprietary or personal rights of any third party.
8.6. Where the Supplier produces original work including but not limited to: artwork, designs, text, images, illustrations, concepts and proofs; the Supplier will retain all intellectual property in the work including copyright and design right. Any Licence or assignment of the copyright or other intellectual property rights is subject to agreement in writing and will be subject to the Supplier’s invoices being paid in full. Where the Supplier has produced several original ideas or concepts for the Customer to choose from, any intellectual property rights transferred to the Customer will apply only to the concept finally chosen by the Customer for production.
8.7. The Customer agrees that the Supplier may place a Design Credit on all printed Goods, exhibition displays, advertisements, and include a link to the Supplier’s website on any Customer website. This design credit will usually be in the form of a logo or line of text at the bottom of a page. The Supplier may also include all designs, artwork and other material on its own website for advertising and promotional purposes and include such material in its portfolio for demonstration purposes, unless otherwise agreed in writing.
8.8. The Supplier shall have no liability for any alterations made to finished work by any Third Party or by the Customer.
9. Website Design and Hosting Services
9.1 Once web design is complete, the Supplier will provide the Customer with the opportunity to review the resulting work. The Supplier will make one set of minor changes at no extra cost within 14 days of the start of the Review Period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to the Supplier by email or post.
The Supplier will consider that the Customer has accepted the original draft, if no notification of changes is received in writing from the Customer, within 14 days of the start of the review period.
9.2 The Supplier offers a limited hosting service through an out-sourced server. The Supplier does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Supplier may request that clients change the type of hosting account used if that account is deemed by the Supplier to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for the Supplier’s hosting service are due at the commencement of any period of service and are non-refundable. Fees due to third party hosting organisations are the responsibility of the Customer and the Supplier is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Customer / domain owner.
9.3 Unless otherwise specified in writing, Services are provided for a minimum contract term of 12 months and unless cancelled in writing will automatically be renewed for the billing period chosen on sign up. The Customer may cancel the Services by contacting the Supplier no less than 3 months prior to the renewal date for the Services.
10.1. The Supplier may provide Estimates on request. Where such Estimates are provided the Supplier will use its reasonable endeavours to include all work known to the Supplier, however the Supplier may charge for additional work not included in the Estimate including but not limited to: revised designs, alterations, image or graphic purchases, and additional copies. Where an Estimate is not provided work will be charged at the Supplier’s current hourly rate or standard charges.
10.2. The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
10.3. Except as otherwise stated under the terms of any Estimate, Quotation or Order Acceptance or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier’s charges for packaging and transport.
10.4. The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.
11.1. Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services either before the commencement or on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.
11.2. The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 14 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. The time for the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
11.3. All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier. Payments must be made by BACS, cheque or cash or previously agreed electronic funds transfer.
11.4. The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 11.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
11.5. The Supplier may ask for a Deposit in advance of commencing any work. Where the Customer pays a Deposit it shall be non-refundable and the Supplier will credit the amount of any Deposit against the invoice for the Goods and Services supplied.
12. Delivery and Performance
12.1. Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Estimate, Quotation or Order Acceptance or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
12.2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
12.3. If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
13. Risk and Retention of Title
13.1. Risk of damage to or loss of the Goods shall pass to the Customer at:
1. in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
2. in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
3. in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
13.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
13.3. Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
13.4. 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 Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
13.5. The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 13.4.
13.6. The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
1. the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
2. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
3. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
4. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
14. Assignment and Sub-contracting
14.1. The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
14.2. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
14.3. The Supplier may sub-contract any part of the contract, the provision of the Services or the production of the Goods without the prior written consent of the Customer. In the event that the Supplier sub-contracts any part of the contract, the Supplier may be bound by the sub-contractor’s terms and conditions of supply, and the Customer agrees to the Supplier entering into such contracts.
15. Defective Goods
15.1. If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within seven Business Days of such delivery, the Supplier shall at its option:
1. replace the defective Goods within 30 Business Days of receiving the Customer’s notice; or
2. refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;
but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
15.2. No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Any defective or damaged Goods shall remain the property of the Supplier and shall be returned the Supplier at the Supplier’s request.
15.3. Where Goods have been damaged in transit and where the delivery method was the Customer’s or contracted by the Customer, the Supplier shall have no liability whatsoever.
15.4. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
15.5. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
16. Customer’s Default
16.1. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
1. cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
2. appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
16.2. If any cheque issued by the Customer is returned by the Supplier’s bank, the Supplier may charge a fee of £50.00.
16.3. This condition applies if:
1. the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
2. the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
4. the Customer ceases, or threatens to cease, to carry on business; or
5. the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly. (This clause will be satisfied in the event that the Customer’s cheque is returned)
16.4. If sub-Clause 16.3 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier 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. The Supplier will be entitled to remove all content that it has produced from any computer system, website or other media and suspend any services including website hosting and other digital services.
17.1. The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
17.2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
17.3. The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by or arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
17.4. Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
17.5. The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
17.6. Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
1. for death or personal injury caused by the Supplier’s negligence;
2. for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
3. for fraud or fraudulent misrepresentation.
17.7. Subject to the remaining provisions of this Clause 17:
1. the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
2. the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
18.1. All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
18.2. Notices shall be deemed to have been duly given:
1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
18.3. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
19. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
22. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
23.1. These Terms and Conditions replace any previous Terms and Conditions distributed at any time and in any form.
23.2. The Supplier may amend these terms at any time and without notice.
24. Law and Jurisdiction
24.1. These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
24.2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Date of this edition of Unit 8 Limited Standard Terms and Conditions: