PureImage Print Limited – Terms & Conditions
The Customer’s attention is particularly drawn to the provisions of Clause 12.
1. INTERPRETATION & DEFINITIONS
1.1 In these Terms & Conditions, the following definitions apply:
“Business Day” Means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Commencement Date” Means has the meaning set out in Clause 2.2;
“Contract” Means the contract between PIPL and the Customer conducted on a business to business basis for the supply of Goods and/or Services in accordance with these Terms & Conditions;
“Customer” Means the person or firm who purchases the Goods and/or Services from PIPL;
“Deliverables” Means the deliverables as set out in the Order;
“Delivery Location” Has the meaning as set out in Clause 4.2;
“Force Majeure Event” Has the meaning given to it in Clause 14.1;
“Goods” Means the goods (or any part of them) set out in the Order;
“Goods Specification” Means any specification for the Goods, including any relevant plans or drawings in respect of the signage, that is agreed in writing by the Customer and PIPL;
“Intellectual Property Rights” Means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order” Means the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written or verbal acceptance of PIPL’s quotation, as the case may be;
“PIPL” Means PureImage Print Limited, a limited company registered in England and Wales with company number 06880844, whose registered address is at 40 The Market Square, London, N9 0TZ;
“Services” Means the services, including the Deliverables and any installation of the signage, supplied by PIPL to the Customer as set out in the Service Specification;
“Service Specification” Means the description or specification for the Services provided in writing by PIPL to the Customer, including the details of any third party installation technicians; and
“Terms & Conditions” Means these terms and conditions as amended from time to time in accordance with Clause 15.7.
1.2 In these Terms & Conditions, the following rules apply:
1.2.1 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 A reference to a “Party” includes its personal representatives, successors or permitted assigns;
1.2.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 A reference to “writing” or “written” includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Terms & Conditions. The Order may be submitted online via PIPL’s website, or via telephone, or via e-mail. In the event that the Order is placed online via PIPL’s website, the Customer will have to tick a checkbox affirming that they agree to these Terms & Conditions. In the event that the Order is placed via telephone or via e-mail, the Customer will be provided with a link to a copy of these Terms & Conditions and will be given an opportunity to review these Terms & Conditions prior to completing their Order.
2.2 Subject to PIPL holding sufficient stock, the Order shall only be deemed to be accepted PIPL issues written acceptance of the Order by e-mail at which point and on which date the Contract shall come into existence (“Commencement Date”). For the avoidance of doubt, in the event that PIPL does not hold sufficient stock, the Customer will notified. Upon such notification, the Customer may choose to receive a refund of any payment made in respect of the Goods as set out Order or the Customer may choose to wait for PIPL to order the Goods as set out in the Order from PIPL’s suppliers.
2.3 The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of PIPL which is not set out in the Contract. For the avoidance of doubt, any prices listed on PIPL’s website or provided via telephone or e-mail constitute an invitation to treat and PIPL reserves the right to notify the Customer and cancel any Order where the price has been listed incorrectly. In such circumstances the Customer will be provided with a full refund of any monies paid to PIPL in respect of the Goods or Services as set out in the Order.
2.4 Any samples, drawings, descriptive matter or advertising issued by PIPL and any descriptions of the Goods or illustrations or descriptions of the Services contained in PIPL’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms & 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 trade, custom, practice or course of dealing.
2.6 Any quotation given by PIPL shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 All of these Terms & Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. GOODS
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify PIPL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by PIPL in connection with any claim made against PIPL for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with PIPL’s use of the Goods Specification. This Clause 3.2 shall survive termination of the Contract.
3.3 PIPL reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. DELIVERY OF GOODS
4.1 PIPL shall ensure that:
4.1.1 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and PIPL 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 Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 If PIPL requires the Customer to return any packaging material to PIPL, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as PIPL shall reasonably request. Returns of packaging materials shall be at PIPL’s expense.
4.2 In the event that the Customer does not collect the Goods from PIPL, PIPL shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after PIPL notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be deemed completed at 9.00 am on the first Business Day following the day on which PIPL notifies the Customer that the Goods are ready. For the avoidance of doubt, the Customer will be provided with details as to how to track the Goods once the Goods have been dispatched.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. PIPL shall not be liable for any delay in delivery of the Goods howsoever caused, including any delay that is caused by a Force Majeure Event or the Customer’s failure to provide PIPL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. For the avoidance of doubt, PIPL cannot guarantee dates quoted for delivery of the Goods. The Customer agrees that PIPL is not liable for any loss suffered by the Customer as a result of any delay in the delivery of the Goods, or where applicable, any delay in the installation of the Goods.
4.5 If PIPL fails to deliver the Goods, its liability shall be limited to the price of the Goods. PIPL shall have no liability for any failure to deliver the Goods howsoever caused, including any delay that is caused by a Force Majeure Event, the Customer’s failure to provide PIPL with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within 14 Business Days of PIPL notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by PIPL’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day following the day on which PIPL notified the Customer that the Goods were ready; and
4.6.2 PIPL shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 14 Business Days after PIPL notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, PIPL may resell or otherwise dispose of part or all of the Goods. In such circumstances, where the Goods in question are not bespoke, the Customer shall receive a refund of any monies paid to PIPL in respect of the Goods.
5. QUALITY OF GOODS
5.1 PIPL warrants that on delivery, and for a period of 12 months from the date of delivery (“warranty period”), the Goods shall:
5.1.1 Conform in all material respects with their description and any applicable Goods Specification;
5.1.2 Be free from material defects in design, material and workmanship;
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 PIPL.
5.2 Subject to Clause 5.3, if:
5.2.1 The Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 5.1;
5.2.2 PIPL is given a reasonable opportunity of examining such Goods; and
5.2.3 The Customer (if asked to do so by PIPL) returns such Goods to PIPL’s place of business at the Customer’s cost,
PIPL shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. For the avoidance of doubt, PIPL shall arrange for the Goods to be collected from the Customer and in the event that the Goods are found not to be defective, the Customer will be charged for the cost of collecting the Goods from the Customer.
5.3 PIPL shall not be liable for the Goods’ failure to comply with the warranty in Clause 5.1 if:
5.3.1 The Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.2;
5.3.2 The defect arises because the Customer failed to follow PIPL’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 The defect arises as a result of PIPL following any drawing, design or Goods Specification supplied by the Customer;
5.3.4 The Customer alters or repairs such Goods without the written consent of PIPL;
5.3.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal installation or working conditions;
5.3.6 The Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this Clause 5, PIPL shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.
5.5 The terms of these Terms & Conditions shall apply to any repaired or replacement Goods supplied by PIPL under Clause 5.2.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until PIPL receives payment in full (in cash or cleared funds) for the Goods and any other goods that PIPL has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
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 PIPL’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 on PIPL’s behalf from the date of delivery;
6.3.4 Notify PIPL immediately if it becomes subject to any of the events listed in Clause 13.2.2 to Clause 13.2.13; and
6.3.5 Give PIPL such information relating to the Goods as PIPL may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 13.2.2 to Clause 13.2.13, then, without limiting any other right or remedy PIPL may have:
6.4.1 the Customer’s right to use the Goods in the ordinary course of its business ceases immediately; and
6.4.2 PIPL may at any time:
(a) Require the Customer to deliver up all Goods in its possession; and
(b) If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. SUPPLY OF SERVICES
7.1 PIPL shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 PIPL shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 PIPL shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and PIPL shall notify the Customer in any such event.
7.4 PIPL warrants to the Customer that the Services will be provided using reasonable care and skill.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 Ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2 Co-operate with PIPL in all matters relating to the Services;
8.1.3 Provide PIPL, its employees, agents, consultants and subcontractors, including any third party installation technicians, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by PIPL to provide the Services;
8.1.4 Provide PIPL with such information and materials as PIPL may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.5 Prepare the Customer’s premises for the supply of the Services;
8.1.6 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
8.2 If PIPL’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
8.2.1 PIPL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays PIPL’s performance of any of its obligations;
8.2.2 PIPL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from PIPL’s failure or delay to perform any of its obligations as set out in this Clause 8.2; and
8.2.3 The Customer shall reimburse PIPL on written demand for any costs or losses sustained or incurred by PIPL arising directly or indirectly from the Customer Default.
9. PAYMENT & RETURN POLICY
9.1 The price for Goods shall be the price set out on PIPL’s website from time to time or in the Order or, if no price is quoted, the price set out in PIPL’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods. The Customer will be notified of the full cost of the Goods and/or Services, including all costs and charges of packaging, insurance, transport of the Goods prior to PIPL accepting the Customer’s Order.
9.2 The charges for Services shall be calculated as follows:
9.2.1 The charges shall be calculated on a case by case basis and shall be agreed between PIPL and the Customer prior to PIPL accepting the Customer’s Order;
9.2.2 PIPL shall be entitled to charge the Customer for any expenses reasonably incurred by the installation technicians whom PIPL engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by PIPL for the performance of the Services, and for the cost of any materials.
9.3 PIPL reserves the right to:
9.3.1 Amend the charges for the Services in the event that the scope of the Services is altered from the Customer’s original requirements. PIPL will give the Customer written notice of any such amendment prior to the Services being carried out. If such amendment is not acceptable to the Customer, it shall notify PIPL in writing within 1 week of the date of PIPL’s notice and PIPL shall have the right without limiting its other rights or remedies to terminate the Contract by giving 1 weeks’ written notice to the Customer; and
9.3.2 Increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to PIPL that is due to:
(a) Any factor beyond the control of PIPL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give PIPL adequate or accurate information or instructions in respect of the Goods.
9.4 In respect of Goods and Services, PIPL shall provide the Customer an electronic copy of the invoice via e-mail on acceptance of the Customer’s Order, and PIPL shall provide the Customer a delivery note on or at any time after completion of delivery.
9.5 Where the full amount for the Goods and/or Services and/or any invoice has not been paid by the Customer in advance, the Customer shall pay each invoice or any additional invoice submitted by PIPL:
9.5.1 Within 14 days of the date of the invoice; and
9.5.2 In full and in cleared funds to a bank account nominated in writing by PIPL, and
Time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by PIPL to the Customer, the Customer shall, on receipt of a valid VAT invoice from PIPL, pay to PIPL such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make any payment due to PIPL under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. PIPL may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by PIPL to the Customer.
9.9 Where the Goods are not bespoke to the Customer and have not been installed via the Services or via any third party contracted by the Customer, the Customer will have the right to return the Goods to PIPL within 14 days of the date of delivery, subject to the following:
9.9.1 Subject to Clause 5, in the event that the Goods are faulty, PIPL shall incur the costs of any return delivery and insurance charges;
9.9.2 Subject to Clause 5, in the event that the Goods are not faulty, the Customer shall incur the costs of any return delivery and insurance charges.
9.10 Where the Goods are bespoke to the Customer as set out in the Goods Specification, PIPL will not accept a return of the Goods.
9.11 Where the Goods are not bespoke, in the event that a Customer successfully returns the Goods in accordance with these Terms & Conditions, the Customer will receive a full refund within 14 days of receipt of the Goods by PIPL.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by PIPL.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights arising out of or in connection with any Goods Specification provided by the Customer, PIPL’s use of any such Intellectual Property Rights is conditional on the Customer obtaining a written licence from the relevant licensor on such terms as will entitle PIPL to use such rights in the manufacture of the Goods for sale to the Customer. For the avoidance of doubt, PIPL accepts no liability for the use of any third party Intellectual Property Rights as required by the Customer in any Goods Specification provided by the Customer, and the Customer agrees to fully indemnify PIPL against any and all losses incurred by PIPL as a result of such use of any third party Intellectual Property Rights.
11. CONFIDENTIALITY
A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Clause 11 as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 11 shall survive termination of the Contract.
12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Terms & Conditions shall limit or exclude PIPL’s liability for:
12.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 Fraud or fraudulent misrepresentation;
12.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.5 Defective products under the Consumer Protection Act 1987.
12.2 Subject to Clause 12.1:
12.2.1 PIPL shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, including any loss suffered by the Customer as a result of the Customer failing to adhere to its obligations under Clause 8.1; and
12.2.2 PIPL’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Contract.
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 PIPL accepts no liability in the event that the Customer does not seek to have the Goods installed via the Services and such installation is carried out incorrectly by the Customer or any third party contracted by the Customer to the detriment of the Customer.
12.5 This Clause 12 shall survive termination of the Contract.
13. TERMINATION
13.1 Without limiting its other rights or remedies either Party may terminate the Contract for the provision of the Services by giving the other Party not less than 1 months’ written notice.
13.2 Without limiting its other rights or remedies, each Party may terminate the Contract for the provision of the Services with immediate effect by giving written notice to the other Party if:
13.2.1 The other Party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
13.2.2 The other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.3 The other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
13.2.4 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other Party with one or more other companies or the solvent reconstruction of that other Party;
13.2.5 The other Party (being an individual) is the subject of a bankruptcy petition or order;
13.2.6 A creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.2.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party (being a company);
13.2.8 The holder of a qualifying charge over the assets of the other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.2.9 A person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
13.2.10 Any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.2.2 to Clause 13.2.9 (inclusive);
13.2.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
13.2.12 The other Party’s financial position deteriorates to such an extent that in PIPL’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.2.13 The other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.3 Without limiting its other rights or remedies, PIPL may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.4 Without limiting its other rights or remedies, PIPL may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and PIPL if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 13.2.2 to Clause 13.2.13, or PIPL reasonably believes that the Customer is about to become subject to any of them.
13.5 On termination of the Contract for any reason:
13.5.1 The Customer shall immediately pay to PIPL all of PIPL’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, PIPL shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.5.2 The Customer shall return all of any Deliverables which have not been fully paid for. If the Customer fails to do so, then PIPL may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
13.5.3 The accrued rights and remedies of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
13.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. FORCE MAJEURE
14.1 For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of PIPL including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of PIPL or any other party), failure of a utility service or transport network, failure of any third party affecting the delivery of Goods, adverse weather conditions, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.2 PIPL shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents PIPL from providing any of the Services and/or Goods for more than 12 weeks, PIPL shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.4 PIPL shall not be liable to the Customer as a result of any Force Majeure Event that causes damage to the Goods once the Goods have been delivered to the Customer.
15. GENERAL
15.1 Assignment and other dealings.
15.1.1 PIPL may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
15.1.2 The Customer shall not, without the prior written consent of PIPL, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Notices.
15.2.1 Any notice or other communication given to a Party under or in connection with this Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with these Terms & Conditions, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
15.2.2 A notice or other communication shall be deemed to have been received: If delivered personally, when left at the address referred to in Clause 15.2.1; If sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; If delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
15.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
15.3 Severance.
15.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, nor constitute either Party the agent of the other Party for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
15.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7 Variation. Except as set out in these Terms & Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by PIPL.
15.8 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.9 Jurisdiction Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
