Terms and Conditions
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Customer: the person, business or company who purchases the Goods and or Services from the Supplier.
Supplier: the Supplier of the Goods and/or Services being T-T Pumps Limited, including through its divisions
Contract: any contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services incorporating these conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression ‘Change of Control’ shall be construed accordingly.
Delivery Point: the location specified in the Contract.
Goods: any goods to be supplied to the Customer by the Supplier (including any part or parts of them) as set out in the Contract.
Services: shall mean any services supplied to the Customer by the Supplier as set out in the Contract.
1.2 A reference to a law is a reference to it as it is in force, for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Any reference to ‘written’ or ‘in writing’ includes faxes, emails, and handwriting
2. APPLICATION OF TERMS
2.1 Subject to condition 2.2 and/or any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other documents).
2.2 These conditions are subject to any special conditions in the Contract.
2.3 Any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed on behalf of the Supplier. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods and/or Services by the Customer from the Supplier shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these conditions. For the avoidance of doubt, the Supplier is under no obligation to accept the order.
2.5 No order placed by the Customer shall be deemed to be accepted by the Supplier until a written confirmation of order is issued by the Supplier.
2.6 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Supplier despatches a confirmation of order to the Customer.
2.8 Any quotation given by the Supplier is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it, and will constitute an invitation to treat and not an offer.
2.9 All quotations are subject to confirmation by the Supplier prior to acceptance.
3. DELIVERY OF THE GOODS
3.1 Delivery of the Goods shall be ex-works (as defined by Incoterms 2010), unless otherwise agreed in writing. Delivery shall take place at the Delivery Point. Unless otherwise specified in the Contract the Supplier shall arrange for suitable transport to the Delivery Point at the Customer’s expense.
3.2 Delivery dates in relation to the supply by the Supplier of Goods are approximate only and time is not of the essence for delivery of the Goods. For the avoidance of doubt, the Supplier reserves the right to delay delivery from any approximate delivery dates specified where the Goods have to be reproduced or altered in order to meet internal quality control checks. Where delivery is delayed, both parties will agree on a suitable alternative delivery date.
3.3 The Customer shall be responsible for unloading the Goods and will provide at the Delivery Point and at its expense adequate and appropriate equipment and labour for loading or unloading the Goods.
3.4 The Supplier may be entitled to, at its discretion, to effect delivery in one or more installments.
3.5 Subject to the other provisions of these conditions the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Supplier’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
3.6 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licenses or authorisations or payment:
(a) the risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
(b) the Goods shall be deemed to have been delivered;
(c) the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance) at a minimum rate of 0.25% of the order value per week if the product requires extra attention;
(d) the Supplier may treat the Contract as repudiated by the Customer and dispose of the Goods in any way it sees fit, including by sale to another person. If the Supplier sells any of the Goods under this condition at a price which is less than the price agreed between the parties for the Goods, plus any relevant delivery costs, the Supplier will be entitled to charge the Customer for the shortfall.
4.NON-DELIVERY OF GOODS
4.1 The quantity of any consignment of Goods as recorded by the Supplier on despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
4.2 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 1 working day of the date when the Goods would in the ordinary course of events have been received.
4.3 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
4.4 The Customer shall not be able to cancel the Contract or to reject any Goods for any reason including for a delay in delivery or failure to deliver.
5. COMMENCEMENT AND DURATION OF SERVICES
5.1 The Contract shall set out which Services if any are subject to a fixed period and shall specify the duration of that fixed period and its commencement. Any Services which are subject to a fixed period shall continue to be supplied for the duration of that fixed period in accordance with the specifications set out in the Contract and such Services shall terminate immediately upon expiry of the fixed period.
5.2 All Services supplied under the Contract (including any variables and extras) which are not subject to a fixed period shall:
(a) commence and proceed in accordance with any specifications contained in the Contract; and
(b) shall terminate upon completion of the Services in accordance with any specifications set out in the Contract.
6. RISK/TITLE IN THE GOODS
6.1 The Goods are at the risk of the Customer from the time of delivery, pursuant to clause 3.1 or deemed delivery, pursuant to clause 3.6, whichever is earlier.
6.2 Legal and beneficial ownership of the Goods shall not pass to the Customer until the Supplier receives in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account.
6.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee; and
(b) maintain the Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all damage or loss on an “all risks” basis with reputable insurers; and
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b) and such sale shall be a sale of the Customer’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
6.5 The Customer’s right to possession, use and resale of the Goods shall terminate immediately if before ownership of the Goods passes to the Customer in accordance with condition 6.2:
(a) the Customer ;
(i) proposes or passes a resolution for, its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up;
(ii) has a winding-up petition presented against it which is not dismissed in 10 business days of being presented;
(iii) has a winding-up order or a notice of striking off made in respect of it;
(iv) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court which is not dismissed within 10 business days of being made;
(v) proposes, makes or is subject to any composition with its creditors generally or an application to a court of competent jurisdiction for protection from its creditors generally;
(vi) has a receiver, an administrator or a provisional liquidator appointed over any of its assets, undertaking or income;
(vii) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade;
(viii) is unable to pay its debts as they fall due; or
(ix) or is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction,
each of the events listed at 6.5(a)(i) to (ix) being an “Insolvency Event.”
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer;
(c) the Customer encumbers or in any way charges any of the Goods.
6.6 The Customer grants the Supplier, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
6.7 The Supplier shall be entitled to recover payment for the Goods (including by way of action for the price) notwithstanding that ownership of any of the Goods has not passed from the Supplier.
6.8 On termination of the Contract, howsoever caused, the Supplier’s (but not the Customer’s) rights contained in this condition 6 shall remain in effect.
7.1 The price for the Goods shall be set out in the Contract and if the price for the Goods is not specified in the Contract the price for the Goods shall be the price published on the Supplier’s website or price list as at the date of delivery or deemed delivery.
7.2 The price for the Services shall be set out in the Contract which shall specify whether the price for the Services is provided on a fixed cost basis or on a time only basis.
7.3 Where the price for the Services is provided on a time and only basis:
(a) the price payable for the Services shall be calculated in accordance with the Supplier’s standard daily fee rates, as set out in the Contract and as amended from time to time in accordance with condition 7.5;
(b) the Supplier’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day, worked between 8.00 am and 5.00 pm on weekdays (excluding public holidays);
(c) the Supplier shall be entitled to charge an overtime rate at a premium, to be decided by the Supplier on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in condition 7.3(b);
7.4 Unless otherwise stated in the Contract, the price for the Goods and/or Services shall be exclusive of any value added tax, and all costs or charges in relation to servicing, postage, packaging, loading, unloading, carriage, freight, currency conversion, bank charges, insurance and where applicable any customs, import or other duties charged in respect of the sale and importation of Goods into the country in which the Customer is resident or the Delivery Point is located, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods and/or Services.
7.5 The Supplier reserves the right to increase the price for Services in so far as is necessary to reflect changes in trade conditions, raw material supply, imposed taxes or similar occurrences beyond the control of the Supplier. The Supplier will give the Customer written notice of any such increase 14 days before the proposed date of the increase. If such an increase is not acceptable to the Customer, it may, within 14 days of such notice being received, terminate the Contract with immediate effect by giving written notice to the Supplier.
7.6 Where the Supplier incurs extra cost owing to suspension or alteration of the Services arising from the Customer’s instructions or lack of instructions, or by reason of interruptions, delays, overtime, unusual hours, mistakes or work occasioned by the act or default of the Customer, such cost shall be added to the contract price and paid for by the Customer.
8.1 Subject to condition 8.7, and unless otherwise specified in the Contract, or agreed in writing between the parties, payment is due in pounds sterling and shall be paid as follows;
8.1.1 Where the Customer does not have an authorised credit account with the Supplier, the total price of the Goods and/or Services together with all other payments due to the Supplier shall be payable prior to dispatch of the Goods or commencement of the Services whichever is earlier.
8.1.2 Subject to clause 8.10, where the Customer has an authorised credit account and acceptable credit limit with the Supplier, the Customer shall pay each invoice issued by the Supplier within 30 days from the date on the invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Supplier has received cleared funds.
8.4 The Supplier accepts payment by most credit or debit cards registered at UK addresses; The Supplier does not accept any debit or credit card that charges above the market rate. Goods may also be paid for in cash.
8.5 All credit and charge card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the payment card refuses to authorise payment to the Supplier, the Supplier will not be liable for any delay or non-delivery.
8.6 In the interests of preventing fraudulent use of credit, debit and charge cards, the Supplier will validate the names, addresses and other information supplied during the order process against commercially available records (e.g Electoral Roll data, Credit Reference Services). A third party may also be instructed to complete these checks. By purchasing with a credit or charge card, the Purchaser consents to such checks being made. The Supplier may need to contact the Purchaser by letter, telephone or email to verify details before the Supplier is able to process and dispatch an order or the Supplier may be unable to accept the order. Any information given may be disclosed to a registered Credit Reference Agency which may keep a record of the information. All information provided will be treated in accordance with the Data Protection Act 1998.
8.7 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
8.8 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
8.9 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.10 The Customer shall be entitled to withdraw any credit facilities offered to the Customer at any time. Upon withdrawal of the credit facility, all sums outstanding shall become immediately due and payable to the Supplier.
9. QUALITY OF GOODS
9.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavor to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
9.2 Where the Supplier is the manufacturer of the Goods, the Supplier warrants that (subject to the other provisions contained in these conditions) on delivery and for a period of 12 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for purpose.
9.3 The Supplier shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Customer gives written notice of the defect to the Supplier (and immediately to the carrier if the defect is as a result of damage in transit, stating damaged on carriers paperwork) within one working day (24 hours), when the Customer discovers or ought to have discovered the defect; and
(b) the Supplier is given a reasonable opportunity (after receiving the notice) of examining such Goods and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business within 5 days of the request by the Supplier, at the Supplier’s cost for the examination to take place there, if the warranty claim is accepted by the supplier.
(c) any interference, modification or alteration of a product that is claimed to be a warranty will not be accepted by the supplier for warranty.
(d) the customer must request a Goods Return Note prior to attempting to return any product.
(e) the customer must not return any product that has been used on a dangerous or hazardous substance. Any warranty claim relating to products used on dangerous or hazardous substances must be discussed with our sales office and the supplier will have the right to consider refusing any such warranty claim.
9.4 The Supplier shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Customer makes any further use of such Goods after giving notice under condition 9.3; or
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the handling, storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice in respect of which the Customer’s attention is drawn to the provisions of condition 13; or
(c) the Customer alters or repairs such Goods without the written consent of the Supplier.
9.5 Subject to the other provisions contained in these conditions, if any of the Goods do not conform with any of the warranties in condition 9.2 the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Customer shall, at the Supplier’s expense, return the Goods or the part of such Goods which is defective to the Supplier.
9.6 If the Supplier complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2.
10. SUPPLIERS OBLIGATIONS
10.1 The Supplier shall use reasonable endeavors to provide the Services in accordance in all material respects with the Contract and any specifications contained therein.
10.2 The Supplier shall use reasonable endeavors to meet any performance dates specified in the Contract in respect of the supply of Goods and/or Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
10.3 The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it under condition 11.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
11. CUSTOMERS OBLIGATIONS
11.1 The Customer shall:
(a) Co-operate with the Supplier in all matters relating to the supply of the Goods and/or Services;
(b) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;
(c) provide to the Supplier, in a timely manner, such information as the Supplier may require and ensure that it is accurate in all material respects;
(d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Goods and/or Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Goods and/or Services at those premises, and informing the Supplier of all of the Customer’s obligations and actions under this condition 11.1(d);
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
(f) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services, insofar as such licenses, consents and legislation related to the Customer’s business, premises, staff and equipment, in all cases before the date on which the Services are to start; and
(g) not re-package the Goods or remove or alter any trademarks, patent numbers, serial numbers or other identifying marks on the Goods or their packaging or add any other trademarks, patent numbers, serial numbers or other identifying marks to the Goods or their packaging.
11.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
11.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
12.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the other if;
(a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing of the breach; or
(c) circumstances exist or arise which, in the reasonable opinion of the Supplier, materially and adversely affect the performance of, or the ability to perform, the Customer’s duties and obligations under the Contract; or
(d) the Customer ceases or threatens to cease to carry out its business; or
(e) the Customer is subject to an Insolvency Event (as defined in clause 6.5(a)); or
(f) there is a Change of Control of the Customer.
12.2 On termination of the Contract by either party and for any reason:
12.2.1 All monies due to the Supplier under the Contract and not yet paid shall become payable immediately;
12.2.2 the Goods will remain the property of the Supplier;
12.2.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: (a) condition 6; (b) condition 8.7; (c) condition 12 and (d) condition 14;, together with any other conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract.
13. USE AND INSTALLATION
13.1 Product performance specifications indicate the performance available from a given product and any selection of Goods which includes a product intended by the Purchaser for a purpose outside the limits of its specifications should not be made.
13.2 Advice on product selection can be obtained from the Supplier. Electrical products are normally offered for a power supply of 230V/1-Ph/50Hz, or 400V/3-Ph/50Hz, unless otherwise specified by purchaser at enquiry stage and agreed in the Contract.
13.3 When installing any Goods it is important to comply with the Health & Safety at Work Act 1974 and the Electricity at Work Regulations 1985, plus any other relevant requirements. All electrical installations should comply with the Institute Engineering and Technology (IET) Wiring Regulations BS7671 the latest edition, including amendments. You are advised to employ the services of qualified, competent personnel for all installations and gain appropriate certification where required.
14. LIMITATION OF LIABILITY
14.1 Subject to condition 3, condition 4, condition 9 and any special conditions in the Contract, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made or resale by the Customer of any of the Goods and/or Services, or of any product incorporating any of the Goods or of any part of the Services; and
(c) any representation, statement or tortious act or omission including negligence, in statute or otherwise, arising under or in connection with the Contract.
14.2 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.
14.3 Nothing in these conditions excludes or limits the liability of the Supplier:
(a) for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977); or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be not permitted by law for the Supplier to exclude or attempt to exclude its liability;
(d) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982;
(e) for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable.
14.4 Subject to condition 14.3:
(a) 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
(b) the Supplier shall not be liable to the Customer for loss of profit, loss of business, loss of production, loss of revenue, loss of anticipated savings, loss of margin loss of use, loss of opportunity, loss of reputation or depletion of goodwill or any liability of the Customer to third parties and 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.
(c) the Supplier shall be under no liability under any warranty, condition or guarantee if the total price of the Goods has not been paid by the due date.
14.5 The Customer shall carry out a reasonable inspection of the Goods immediately after receipt.
(a) The Supplier will not held liable for any defects in the design, workmanship or materials of the Goods/Services supplied or faulty performance of work which could have been established upon the delivery inspection carried out pursuant to this clause 14.5.
(b) The Supplier will not held liable for any defects in the design, workmanship or materials of the Goods/Services supplied or faulty performance of work which could not reasonably have been established upon the delivery inspection carried out pursuant to this clause 14.5, unless the Supplier has received a written complaint within one year after delivery was effected.
(c) The Supplier will not held liable in respect of any defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions, misuse or alterations or repair of the Goods without the Supplier’s written approval.
15.1 The Customer shall indemnify the Supplier in respect of all damage or injury occurring to any person, firm, Company or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Supplier may become liable in respect of the Goods/Services sold under the Contract in the event that the damage or the injury shall have been occasioned otherwise than by negligence of the Supplier.
16.1 The Supplier will be permitted to assign the Contract or any part of it to any person, firm or company.
16.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
17. FORCE MAJEURE
17.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts or threats of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
18.1 The Supplier may at its discretion provide oral advice or assistance to the Customer, however it shall be the sole responsibility of the Customer to ensure that all installation or fitting of Goods is conducted by an appropriately qualified professional.
18.2 Where the Goods are incorporated by the Customer into an end product, the Customer shall be responsible for ensuring that the end product complies with all relevant safety standards.
18.3 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
18.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.5 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.6 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18.8 Subject to clause 18.9, the formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
18.9 The Supplier may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
19.1 All notices between the parties about the Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
(a) in case of notices to the Supplier, to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
(b) in the case of notices to the Customer, to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
19.2 Notices shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
19.3 This condition 19 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply
20. PRIVACY & GDPR
the data controller is T-T Pumps Limited. If you have any concerns about your privacy, please contact us by using our contact form: /contact-us/.
In these Conditions:
1.1 the following words and expressions have the following meanings unless the context otherwise requires:
“Applicable Law” any:
(a)statute, statutory instrument, bye law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal);
(b)legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or
(c)legally binding industry code of conduct or guideline
which relates to the Contract and/or the Goods and/or their manufacture, packaging, packing and/or delivery and/or the Services and/or the activities which are comprised in all or some of the Services or the use or application of the output from the Services
“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Business Hours” 9:00 am to 5:00 pm on a Business Day
“Charges” the charges for the Services set out in the Order
“Conditions” these standard terms and conditions of purchase, as varied from time to time in accordance with Condition 16.4
“Confidential Information” will have the meaning set out in Condition 13.1
“Contract” the contract between the Supplier and the Customer for the supply of the Goods and Services formed in accordance with Condition 2.22.1
“Control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression ‘Change of Control’ shall be construed accordingly.
“Customer” T-T Pumps Limited (registered number 02320012) whose registered office is at Onneley Works, Newcastle Road, Woore, Crewe, Cheshire, CW3 9RU
“Delivery” the time at which delivery of the Goods occurs in accordance with Condition 4.1
“Disputed Sum” that part of an amount invoiced by the Supplier which is the subject of a bona fide dispute, as notified by the Customer to the Supplier under Condition 8.12
“Goods” the goods set out in the Order
“Insolvent” the Supplier is Insolvent where it:
(a) proposes or passes a resolution for, its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up;
(b) has a winding up petition presented against it which is not dismissed in 10 business days of being presented;
(c) has a winding-up order or a notice of striking off made in respect of it;
(d) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court which is not dismissed within 10 business days of being made;
(e) proposes, makes or is subject to any composition with its creditors generally or an application to a court of competent jurisdiction for protection from its creditors generally;
(f) has a receiver, an administrator or a provisional liquidator appointed over any of its assets, undertaking or income;
(g) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade;
(h) is unable to pay its debts as they fall due;
or is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction
“Intellectual Property Rights” all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in know-how, registered trade marks, registered designs, models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions
“Order” the Customer’s written acceptance of the Supplier’s quotation for the supply of goods and services to the Customer, set out in the Customer’s order form
“Order Acknowledgement the Supplier’s written acceptance of the Order set out in the Customer’s standard order acknowledgement form
“Prices” the prices for the Goods set out in the Order
“Services” the services set out in the Supplier’s Order
“Specification” the written technical specifications for the Goods set out or referred to in the Order
“Supplier” the person named as the supplier in the Order
1.2 references to Conditions are to conditions of these Conditions;
1.3 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
1.4 unless the context otherwise requires:
1.4.1 references to the singular include the plural and vice versa and references to any gender include every gender;
1.4.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
1.5 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;
1.6 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
1.7 the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
1.8 any reference to any English or Welsh legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing will, in respect of any jurisdiction other than that of England and Wales, be deemed to include a reference to what most nearly approximates to the English or Welsh legal term in that jurisdiction;
1.9 any reference to:
1.9.1 time of day is to London time;
1.9.2 a day is to a period of 24 hours running from midnight to midnight;
1.10 an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party; and
1.11 any obligation on a party not to do or omit to do anything includes an obligation not to allow (whether expressly or by a failure to take reasonable steps to prevent) that thing to be done or omitted to be done by any other person.
2. CONTRACT FORMATION
2.1 The Supplier’s quotation constitutes an offer by the Supplier to supply the Goods and Services to the Customer on these Conditions and will remain open for acceptance by the Customer for a period of 30 days from and including its date, unless the Supplier specifically requires a longer period. A contract for the supply of Goods and Services by the Supplier to the Customer on these Conditions will be formed when the Customer accepts the quotation by issuing the Order to the Supplier. For the avoidance of doubt the Customer is under no obligation to accept the quotation. The Order will contain a unique Order number and will be signed by an authorised representative of the Customer.
2.2 The Supplier will issue an Order Acknowledgement on receipt of the Order.
2.3 These Conditions are the only terms and conditions on which the Customer will purchase goods and services from the Supplier and will apply to the exclusion of all other terms and conditions including any terms and conditions which the Supplier purports to apply under any quotation, acknowledgment, acceptance or confirmation of order, delivery note, invoice or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
2.4 Delivery or commencement of performance of the Services will be deemed conclusive evidence of the Supplier’s acceptance of these Conditions.
2.5 The Supplier may not cancel the Contract. The Customer may cancel the Contract in whole or in part immediately by giving written notice to that effect to the Supplier at any time before delivery of the Goods in accordance with Condition 4.1. If the Customer exercises its right of cancellation under this Condition 2.5 the Customer’s sole liability will be to pay to the Supplier fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation will not include loss of profits (whether direct or indirect and whether actual or anticipated) or any indirect or consequential loss.
2.6 The Customer may, by giving written notice to that effect to the Supplier at least 3 Business Days before the delivery date set out in the Supplier’s Order vary the quantity or type of the Goods ordered, the delivery date or address, or the Specification. If any such variation results in an increase in the Supplier’s costs of performing, or the time required for the performance of, the Contract the parties will agree an equitable adjustment to the price, delivery schedule or both.
2.7 The Supplier may not deliver the Goods by separate installments unless the Customer gives its prior written consent to this. If the Customer gives such consent, the Supplier will invoice the Price for each installment separately in accordance with Condition 8.5 and the Customer will be entitled, at its sole discretion, to exercise its rights and remedies (whether under these Conditions or otherwise) in respect of the relevant installment or the whole Contract.
2.8 The Supplier will comply with all Applicable Laws in performing its obligations under the Contract.
3. THE GOODS
3.1 The quantity and description of the Goods will be as set out in the Supplier’s Order.
3.2 The Contract is a sale by sample.
3.3 The Customer will have the right to inspect and test the Goods at any time prior to Delivery. The Supplier will permit the Customer, its officers, employees, agents and sub-contractors to enter upon the Supplier’s premises, and will procure permission for such persons to enter upon any relevant third party premises, to carry out such inspection and testing and will provide the Customer with all facilities reasonably required.
3.4 If, following inspection or testing under Condition 3.3, the Customer gives written notice to the Supplier that it is not satisfied that the Goods will comply with Condition 5.1, the Supplier will take all steps necessary to ensure compliance. Any breach of this obligation by the Supplier will be deemed to be a material breach which cannot be remedied entitling the Customer to terminate the Contract under Condition 12.1.1.
3.5 No inspection or testing under Condition 3.3 will reduce or otherwise affect the Supplier’s obligations under the Contract.
3.6 The Supplier will maintain and observe quality control and supplier quality assurance standards in respect of the Goods and Services in accordance with the requirements of the Customer, relevant British, European & International Standards and the requirements of any relevant statutory and regulatory bodies.
3.7 The Supplier will maintain detailed quality control and manufacturing records for a period of at least 12 years from the date of Delivery and will permit the Customer, its officers, employees, agents and sub-contractors to inspect and take copies of these records on demand.
4.1 The Supplier will deliver the Goods (allowing sufficient time for unloading) to the address specified in the Supplier’s Order during Business Hours on the date specified in the Supplier’s Order or, if no date is specified in the Order, on the date which is the following Business Day from and including the date of the Order. The Supplier will be responsible for off-loading the Goods from the delivery vehicle. Delivery of the Goods will occur when they arrive at the delivery address.
4.2 The Supplier will ensure that:
4.2.1 the Goods are marked in accordance with the Customer’s instructions and any Applicable Laws and any applicable requirements of any carrier and are properly packed and secured so as to reach their destination in an undamaged condition;
4.2.2 the delivery is accompanied by a prominently displayed delivery note which shows the unique Order number, identification of the Customer and the Supplier, date of Order, type and quantity of Goods, code numbers of Goods (if applicable), any special storage instructions and, where delivery by installments is permitted under Condition 2.7, the outstanding balance of Goods remaining to be delivered;
4.2.3 if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note and invoice. Any such packaging material will only be returned to the Supplier at the cost of the Supplier;
4.2.4 on or before Delivery the Customer is provided in writing with a list by name and description of any harmful or potentially harmful properties, substances and ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Customer will rely on the supply of such information from the Supplier in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any relevant Applicable Laws; and
4.2.5 on or before Delivery the Customer is supplied with all operating and safety instructions, clearly displayed warning notices and such other information as may be necessary for the proper use, maintenance and repair of the Goods meeting all European and International standards;
4.3 The Customer reserves the right to mark the Goods immediately on Delivery. This is undertaken for the purposes of security and the Customer will not be deemed to have accepted the Goods by reason of this nor will the Supplier be entitled to raise an objection on this ground to any subsequent rejection of the Goods.
4.4 If the Supplier fails to deliver the Goods on the date specified in Condition 4.1, without prejudice to any other rights or remedies of the Customer (whether express or implied), the Customer may:
4.4.1 terminate the Contract immediately by giving written notice to that effect to the Supplier, in which case:
22.214.171.124 the Supplier will refund any monies already paid by the Customer under the Contract in relation to the Goods that have not been delivered; and
126.96.36.199 the Customer will be entitled to recover from the Supplier any and all liabilities, losses, damages, costs and expenses incurred by the Customer as a result of the Supplier’s failure to supply Goods and Services, including in obtaining substitute goods and/or services from another supplier; or
4.4.2 require the Supplier to pay to the Customer on demand as liquidated damages a sum equal to 2% of the Price of the Goods for each day (pro rata for any part day) by which making the Goods available for delivery of the Goods is delayed. The parties agree that the liquidated damages are a genuine negotiated pre-estimate of the Customer’s loss resulting from delay in delivery of the Goods and will not be regarded as penalty provisions. The Supplier waives any right to question or challenge the validity of the obligation to pay the liquidated damages.
4.5 If the Supplier delivers a number of Goods, unless agreed and confirmed in writing, which is more than 100% or less than 100% of the quantity set out in the Contract, the Customer will be entitled to reject the Goods delivered or (where applicable) the excess Goods and the rejected Goods will be returnable at the Supplier’s risk and expense. If the Customer accepts delivery of a quantity of Goods which is more or less than the quantity set out in the Contract (including a quantity which does not trigger the Customer’s right of rejection under this Condition 4.5) the sum invoiced by the Supplier under Condition 8.5 will be adjusted on a pro rata basis to take account of the over or under delivery.
4.6 Risk in and ownership of the Goods will pass to the Customer on Delivery unless the Supplier is contracted to install the Goods, in such case risk in and ownership of the Goods will not pass until completion of the installation and acceptance by the Customer.
5. DEFECTIVE GOODS
5.1 The Supplier will ensure that the Goods will:
5.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
5.1.2 be fit for any purpose held out by the Supplier or made known to the Supplier expressly or by implication and in this respect, the Customer relies on the Supplier’s skill and judgment;
5.1.3 correspond with their description;
5.1.4 conform to the Specification;
5.1.5 be free from defects in design, materials and workmanship;
5.1.6 comply with all relevant Applicable Laws;
5.1.7 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health;
5.1.8 comply with the Customer’s ‘Supplier Quality Policy’ and “Ethics Policy” which are set out on the Customer’s website
5.2 If the Supplier operates a quality system ISO 9000 approved by a recognised body, they are to supply the Goods in accordance with this approved system. If the Supplier operates any other quality system they should advise the Customer of the system in use and any approvals held. The Customer shall have the right to audit the Supplier’s quality system and processes on the provision of 1 Business Day’s notice.
5.3 Without prejudice to any other rights or remedies of the Customer (whether express or implied), if any Goods do not conform with any of the terms of Condition 5.1 the Customer may (whether or not the Goods have been accepted):
5.3.1 terminate the Contract immediately by giving written notice to that effect to the Supplier; or
5.3.2 require the Supplier, at the Customer’s option, within 5 Business Days of request, repair or replace the relevant Goods free of charge or to refund the Price for the relevant Goods,
and, in either case, the Customer will be entitled to recover from the Supplier any and all liabilities, losses, damages, costs and expenses incurred by the Customer as a result of the non-conformity of the Goods, including in obtaining substitute goods from another supplier.
5.4 Condition 5.3 will apply to any repaired or replacement Goods supplied under Condition 5.3.2
6.1 The Supplier will indemnify, keep indemnified and hold harmless the Customer in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer incurs or suffers directly or indirectly in any way whatsoever as a result of or in connection with a breach of, or a failure to perform or defect or delay in performance or negligent performance of, any of the Supplier’s obligations under the Contract (by the Supplier, its employees, agents or contractors).
6.2 Without prejudice to Condition 6.1, if any person claims that the possession and/or use and/or sale of the Goods by the Customer and/or its customers, officers, employees, agents or sub-contractors infringes the Intellectual Property Rights of that or any other person (“IPR Claim”), the Supplier will indemnify, keep indemnified and hold harmless the Customer, its customers, officers, employees, agents and sub-contractors in full and on demand from and against all liabilities (including any tax liability) direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer, its customers, officers, employees, agents or sub-contractors incurs or suffers directly or indirectly in any way whosoever as a result of or in connection with that IPR Claim (including the defence and any settlement of such claim). This indemnity will not apply to the extent that the infringement is caused by any specification for the Goods which is created by the Customer.
6.3 The Supplier will at all times maintain insurance with a reputable insurance company against all liability under this Contract and shall provide reasonable evidence of such insurance to the Customer on request.
7.1 The Supplier will, in performing the Services:
7.1.1 use the degree of skill, care, prudence, supervision, diligence, foresight, quality control and quality management which would be adopted by a leading professional provider of the Services;
7.1.2 use appropriately qualified, trained and experienced personnel (with proof of qualifications to be provided at the request of the Customer);
7.1.3 fulfil all requirements set out in the Order;
7.1.4 conduct itself in a safe manner which is free from any unreasonable or avoidable risk to any person’s health and well-being and in an economic and efficient manner;
7.1.5 fully co-operate with the Customer’s agents, representatives and contractors;
7.1.6 ensure that it has and maintains all licenses, permissions and consents required from time to time;
7.1.7 comply with all health and safety and security policies that apply at the Customer’s premises and all lawful and reasonable directions of the Customer; and
7.1.8 not do or omit to do anything which may cause the Customer to lose any license, permission or consent or to be in breach of any Applicable Law.
7.2 The Supplier will perform the Services on the performance dates set out in the Order. Time for provision of the Services will be of the essence of the Contract.
8. PRICE AND PAYMENT
8.1 Subject to the Supplier performing its obligations in accordance with the terms of the Contract, the Customer will pay the Prices and Charges to the Supplier in accordance with this Condition.
8.2 The only monies to be paid by the Customer in connection with the supply of the Goods and the performance of the Services are the Prices and the Charges which will be inclusive of all costs and expenses incurred by the Supplier including all royalties, licence fees or other similar expenses arising from the use of any Intellectual Property Rights for the purpose of performing any obligations under the Contract and any packaging, insurance, carriage, delivery, off-loading and where applicable installation costs.
8.3 The unit of currency will be Pounds Sterling unless agreed otherwise by both parties in writing.
8.4 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid value added tax invoice.
8.5 The Supplier will be entitled to invoice the Customer for the Prices for the Goods and the Charges following Delivery.
8.6 The Supplier will be entitled to invoice the Customer for the Charges for the Services following completion of performance of the Services.
8.7 Each invoice will be a valid value added tax invoice and will contain the following information: unique Order number and any other particulars described in the Contract and will be sent to the Customer in accordance with Condition 15.
8.8 The Customer reserves the right to refuse payment of any invoice which is not submitted in accordance with clause 8.7.
8.9 Subject to Conditions 8.10, 8.11, 8.12 and 8.13, each invoice will be payable by the Customer within 45 Business Days following the date on which the invoice is received by the Customer, unless alternative dates are agreed in writing by the Customer.
8.10 Notwithstanding any purported contrary appropriation by the Supplier, the Customer will be entitled, by giving written notice to the Supplier, to appropriate any payment by the Customer to any invoice issued by the Supplier.
8.11 No payment made by the Customer will constitute acceptance or approval by the Customer of the Goods or Services or otherwise prejudice any rights or remedies which the Customer may have against the Supplier including the right to recover any amount overpaid or wrongfully paid to the Supplier.
8.12 If the Customer, on bona fide grounds, disputes any part of an amount invoiced by the Supplier, the Customer will, within 30 days of the date of receipt of the relevant invoice, notify the Supplier in writing of such dispute giving details of the nature of the dispute and the amount that it claims should have been invoiced and:
8.12.1 the Customer will pay that part of the invoice which is not the Disputed Sum in accordance with Condition 8.8;
8.12.2 the Customer will be entitled to withhold payment of the Disputed Sum;
8.12.3 the parties will negotiate in good faith to resolve the dispute, but if a resolution cannot be reached within 90 days of the Customer giving notice under this Condition 8.12, Condition 17.2 will apply to the dispute;
8.12.4 the Supplier will provide all such information and evidence as may be reasonably necessary to verify the Disputed Sum; and
8.12.5following resolution of the dispute the Customer will, within 5 Business Days pay to the Supplier that part of the Disputed Sum (if any) as it is resolved is payable by the Customer.
For the avoidance of doubt, if the Customer fails to notify any dispute about the amount of an invoice to the Supplier in accordance with this Condition 8.12, this will not constitute a waiver of the Customer’s right to dispute the amount of that invoice.
8.13 If any sum payable under the Contract is not paid on or before the due date for payment the Supplier will be entitled to charge the Customer interest on that sum at 5% per annum above the base interest rate set from time to time of Bank of England from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis. Such interest will not be chargeable on any Disputed Sum, provided that if it is agreed or determined under Condition 17.2 that part or all of the Disputed Sum is payable, interest will be chargeable on the relevant part of the Disputed Sum in accordance with this Condition 8.12 but from the date on which payment of that sum is due in accordance with Condition 8.12.5 rather than from the date on which payment of the original invoice which included that sum was originally due. The parties agree that this Condition 8.12 is a substantial remedy for late payment of any sum payable under the Contract, for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. The Customer will be entitled to set-off any liability which the Supplier has to it against any liability which it has to the Supplier, whether such liability is present or future, liquidated or unliquidated, under the Contract or any other contract between the parties or other cause of action and irrespective of the currency of its denomination.
9. THE CUSTOMER’S PROPERTY
All materials, equipment, tools, dies and moulds supplied by the Customer to the Supplier will at all times:
9.1 be and remain the exclusive property of the Customer;
9.2 be held by the Supplier in safe custody at its own risk and fully insured against fire, theft, damage and loss to the full value of replacement;
9.3 be maintained and kept in good condition by the Supplier until returned to the Customer;
9.4 not be disposed of other than in accordance with the Customer’s written instructions;
9.5 not be used otherwise than as authorised by the Customer in writing; and
9.6 be returned to the Customer on demand.
10. INTELLECTUAL PROPERTY
10.1 The Supplier warrants that they hold full, clear and unencumbered title to all Intellectual Property Rights in the Goods and Services and that the Goods and Services do not infringe any Intellectual Property Rights or any other proprietary rights of any third party.
10.2 The Supplier grants the Customer, its affiliates and its and their customers and end users a non-exclusive, worldwide, irrevocable, royalty-free, transferable, assignable and perpetual licence to use the Goods and Services (including all Intellectual Property Rights therein) for any purpose whatsoever, including the use and resale of the Goods and Services to third parties.
11.1 The Supplier will, and will procure that its officers, employees, agents and any other persons who perform services for or on behalf of it in connection with the Contract will:
11.1.1 not commit any act or omission which causes or could cause it or the Customer to breach, or commit an offence under, any laws relating to anti-bribery and/or anti-corruption;
11.1.2 comply with the Customer’s anti-corruption policy as updated from time to time;
11.1.3 keep accurate and up to date records showing all payments made and received and all other advantages given and received by it in connection with the Contract and the steps it takes to comply with this Condition 11.1, and permit the Customer to inspect those records as reasonably required;
11.1.4 promptly notify the Customer of:
188.8.131.52 any request or demand for any financial or other advantage received by it; and
184.108.40.206 any financial or other advantage it gives or intends to give
whether directly or indirectly in connection with the Contract; and
11.1.5 promptly notify the Customer of any breach of this Condition 11.1.
11.2 The Customer may terminate the Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of Condition 11.1.
11.3 The Supplier will indemnify, keep indemnified and hold harmless the Customer in full and on demand from and against all liabilities (including any tax liability), direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer incurs or suffers directly or indirectly in any way whatsoever as a result of any breach by the Supplier of any of its obligations under Condition 11.1, including the costs of procuring the Goods and Services from a person other than the Supplier (including the costs of interim service provision, the costs of any re-tender and the amount by which any new service provider’s prices exceed the Prices and Charges payable to the Supplier under the Contract), but this indemnity will not apply to any liabilities, losses, damages, claims, proceedings and legal costs, judgments or costs and expenses to the extent incurred or suffered as a result of the Customer’s criminal liability.
11.4 The Supplier will indemnify, keep indemnified and hold harmless the Customer in full and on demand from and against all liabilities (including any tax liability), direct, indirect and consequential losses, damages, claims, proceedings and legal costs (on an indemnity basis), judgments and costs (including costs of enforcement) and expenses which the Customer incurs or suffers directly or indirectly in any way whatsoever as a result of any proceedings under section 7 Bribery Act 2010 being brought against the Customer as a result of the conduct of the Supplier or any of its officers, employees, agents or any other persons who perform services for or on behalf of it in connection with the Contract, where such proceedings do not result in a conviction against the Customer, including the costs of procuring the Goods and Services from a person other than the Supplier (including the costs of interim service provision, the costs of any re-tender and the amount by which any new service provider’s prices exceed the Prices and Charges payable to the Supplier under the Contract).
12.1 If the Supplier:
12.1.1 commits a material breach of the Contract which cannot be remedied; or
12.1.2 commits a material breach of the Contract which can be remedied but fails to remedy that breach within 5 Business Days of a written notice setting out the breach and requiring it to be remedied being given by the Customer,
the Customer may terminate the Contract immediately by giving written notice to that effect to the Supplier. For the avoidance of doubt, this Condition 12.1 will not apply to breaches of Condition 10, to which Condition 11.2 will apply.
12.2 The Customer may terminate the Contract immediately by giving written notice to that effect to the Supplier if:
12.2.1 the Supplier becomes Insolvent;
12.2.2 the Supplier ceases, or threatens to cease to carry out its business; or
12.2.3 there is a Change in Control of the Supplier.
12.3 The Supplier will notify the Customer immediately upon becoming Insolvent.
12.4 Following expiry or termination of the Contract:
12.4.1 Conditions 1, 3.7, 220.127.116.11, 18.104.22.168, 5, 6, 10, 12.5, 12.6, 12.7, 12.8, 13, 15, 16 and 17 will continue in force, together with any other Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and
12.4.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
12.5 Within 5 Business Days after the date of expiry or termination of the Contract each party will, subject to the exception set out in Condition 12.6,
12.5.1 return to the other party all Confidential Information (including all copies and extracts) and all other property (whether tangible or intangible) of the other party in its possession or control;
12.5.2 destroy or permanently erase (if technically feasible) all documents and all records (in any media) created by it or on its behalf that use, concern or are based on any Confidential Information of the other party (“Records”); and
12.5.3 cease to use the Confidential Information of the other party.
12.6 Each party may retain any Confidential Information of the other party and/or Records which it has to keep to comply with any Applicable Law or which it is required to retain for insurance, accounting or taxation purposes. Condition 13 will continue to apply to retained Confidential Information and Records, which may only be used for the purposes for which they have been retained.
12.7 Each party will, upon request, confirm to the other party in writing that it has complied with Conditions 12.5 and 12.6.
12.8 If either party fails to comply with Condition 12.5 the other party will, subject to Condition 12.6, be entitled to enter upon the first party’s property for the purpose of removing its Confidential Information and/or its property and/or any Records.
13.1 Confidential Information” means any information (whether written, oral, in electronic form or in any other media) that:
13.1.1 is disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) in connection with the Contract and that relates (in whole or in part) to the Discloser or its business; and/or
13.1.2 relates to the existence or terms of the Contract,
but excluding any information that falls within the exclusions set out in Condition 13.4.
13.2 The Recipient will:
13.2.1 keep the Confidential Information secret and will only disclose it in the manner and to the extent expressly permitted by the Contract or otherwise as permitted by the terms of the disclosure;
13.2.2 use the Confidential Information only to the extent necessary for the performance of its obligations under the Contract;
13.2.3 only make such copies, notes, reports, analyses and recordings (in whatever media) that contain or are based on Confidential Information as are reasonably necessary for the purpose of complying with its obligations under the Contract; and
13.2.4 keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those the Recipient operates in relation to its own information which is by its nature confidential.
13.3 The Recipient may disclose Confidential Information:
13.3.1 to such of its officers and employees and, in the case of the Customer, agents and sub-contractors, who need access to that Confidential Information for the purpose of complying with its obligations under the Contract and will make each such person aware of the confidentiality obligations contained in the Contract. The Recipient will take reasonable steps to procure that any person to whom the Recipient discloses Confidential Information pursuant to this Condition 13.3.1 will not do or omit to do anything which if done or omitted to be done by the Recipient would constitute a breach of this Condition 13;
13.3.2 to the extent necessary in order to be able to refer a dispute for resolution in accordance with Condition 17.2;
13.3.3 to the extent required by Applicable Law or a court of competent jurisdiction or the rules of any listing authority, stock exchange, the Panel on Takeovers and Mergers or a regulatory authority. Where reasonably practicable and lawful the Recipient will give notice to the Discloser in advance of such disclosure, will consult with the Discloser as to the content, purpose and means of disclosure and will seek to make such disclosure subject to obligations of confidence consistent, so far as possible, with the terms of this Condition 13.
13.4 The Recipient’s obligations under this Condition 13 will not extend to Confidential Information which the Recipient can prove to the reasonable satisfaction of the Discloser from written records or other substantive evidence:
13.4.1 has ceased to be secret without default on the Recipient’s part;
13.4.2 was already in the Recipient’s possession prior to disclosure by or on behalf of the Discloser;
13.4.3 has been received from a third party who did not acquire it in confidence and who is free to make it available to the Recipient without limitation;
13.4.4 was independently developed by the Recipient without any breach of the Contract; or
13.4.5 at the time of disclosure was in the public domain or subsequently enters into the public domain without default of the Recipient.
13.5 The Recipient acknowledges and agrees that damages alone would not be an adequate remedy for breach of this Condition 13 by the Recipient. Accordingly, the Discloser will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this Condition 13 by the Recipient.
14. ASSIGNMENT AND SUB-CONTRACTING
14.1 The Supplier will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract without the consent of the Customer.
14.2 The Customer will be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract.
14.3 The Supplier will not be entitled to sub-contract any of its obligations under the Contract, without the consent of the Customer.
14.4 The Customer will be entitled to sub-contract any of its obligations under the Contract.
15.1 Subject to Condition 15.4, any notice or other communication given under or in connection with the Contract will be in writing, in the English language and:
15.1.1 Sent by email to the relevant party’s email address, requesting confirmation of receipt;
15.1.2 sent by pre-paid first class post to the relevant party’s address;
15.1.3 delivered to or left at (but not, in either case, by post) the relevant party’s address; or
15.1.4 sent by facsimile to the relevant party’s facsimile number
and, in the case of any notice or other communication to be given to the Customer, marked for the attention of the specified representative of the Customer. The address, facsimile number and representative for the Customer are set out below and the address and facsimile number for the Supplier are those detailed in the Order Acknowledgement, acknowledgement of order or other document received by the Customer from the Supplier, and may be changed by the relevant party giving at least 14 Business Days notice in accordance with this Condition 15.
Address: Onneley Works, Newcastle Road, Woore, Crewe, Cheshire, CW3 9RU
01630 642 100
For the attention of: the Manager or Director Responsible
15.2 Any notice or communication given in accordance with Condition 15.1 will be deemed to have been served:
15.2.1 if given as set out in Condition 15.1.1, at the time of confirmation of completion of transmission of the email by way of a transmission report;
15.2.2 if given as set out in Condition 15.1.2, at 9.00 a.m. on the second Business Day after the date of posting; and
15.2.3 if given as set out in Condition 15.1.3, at the time the notice or communication is delivered to or left at that party’s address; and
15.2.4 if given as set out in Condition 15.1.4, at the time of confirmation of completion of transmission of the facsimile by way of a transmission report;
provided that if a notice or communication is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.
15.3 To prove service of a notice or communication it will be sufficient to prove that the provisions of Condition 15.1 were complied with.
15.4 This Condition 15 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply
16.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
16.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person) which is not expressly set out in the Contract; and
16.1.2 nothing in this Condition 16.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
16.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.
16.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.
16.4 Save as otherwise expressly provided in these Conditions, no variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.
16.5 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
16.6 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.
16.7 The Customer’s customers, officers, employees, agents and sub-contractors will be entitled to enforce Condition 6.2 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of the Contract.
16.8 The parties may vary or rescind the Contract without the consent of the Customer’s customers, officers, employees, agents and sub-contractors.
16.9 Save as provided in Condition 16.7, the parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
16.10 The Customer’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
17. GOVERNING LAW AND JURISDICTION
17.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.
17.2 Subject to Condition 17.3, each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).
17.3 Either party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
18. PRIVACY & DATA PROTECTION
18.2 the data controller is T-T Pumps Limited. If you have any concerns about your privacy, please contact us by using our contact form: /contact-us/. 18.1 You may be provided with Personal Data in the course, or for the purposes, of the Contract. Such Personal Data may relate to our employees or those of any affiliate or any third party or any of our Customers. You shall only use or process any such Personal Data for the express purposes for which the same shall be provided which shall be:
18.3If provided in connection with works to, or goods for, a Property then only for purposes of contacting our Customer who owns that Property from time to time to carry out such works or provide such goods; and/or;
18.4 if provided in connection with the provision of services to a property then to contact one of our Customers only for the purposes of providing those services; and/or;
18.5 If such Personal Data relates to our employees or those of our affiliates or any third party then solely for the declared purpose stated by us; and;
18.6 Any Personal Data shall be processed, used, distributed and stored strictly in accordance with the Data Protection Laws.
18.7For the purposes of any Contract unless specifically agreed otherwise we shall be the Data Controller and you shall be the Data Processor each as defined in the Data Protection Act.
18.8 We shall, as Data Controller, be responsible for obtaining the consent (if required) of the person to whom the Personal Data relates and to its use by you as provided for in the Contract and we shall notify you of any relevant period for which you may retain such data. You shall be responsible for ensuring that any Personal Data is deleted promptly and permanently following its use by you, or earlier, if required by us.
18.9 We confirm that no special categories of personal data (as defined in the Data Protection Laws) is to be provided to you in connection with any Contract and in the event you receive any special categories of personal data (Sensitive Personal Data) or Personal Data which you consider to be sensitive then you shall promptly notify us and shall take all immediate steps to delete the same from any of your records and confirm such deletion to us.
18.10 You shall, in any event, keep any and all Personal Data which is provided to you or which comes into your possession strictly private and confidential and shall not release or provide the same to any of your employees who are not required to receive this for the purposes of the Contract or to any third party without our prior consent. You shall in any event be responsible for the use and security in processing any such Personal Data by you or the third party and shall ensure it is not provided to or shared with any third party outside the European Economic Area.
18.11 You shall in connection with the use or processing of any Personal Data adhere to the provisions of the Data Protection Policy operated by us as published on our Website from time to time.
18.12 In the event of any conflict between:
- any obligation imposed by law;
- any obligation imposed by our Data Protection Policy from time to time; and;
- any instructed purpose or use of any Personal Data
then that order shall be the order of precedence in relation to and for the purposes of compliance by you under and with the terms of any Contract.
18.13 In the event of any data breach including but not limited to the loss or unauthorised provision of any Personal Data by you or any third party to whom the Personal Data was provided or released by you whether or not authorised by us, then you shall immediately (and at all times within 24 hours) inform us via the Data Protection Manager designated in accordance with our Data Protection Policy, from time to time, of such breach or unauthorised release and shall provide full and complete details of such loss, or such unauthorised release or breach, together with the steps to be taken in order to recover or otherwise minimise the effect of such breach or loss or unauthorised disclosure and the full and precise extent of the Personal Data the subject of such breach, loss or unauthorised disclosure and shall ensure that we receive updated information in respect of the same at all times. We shall report any such breach, loss or unauthorised disclosure to the Information Commissioner’s Office.
18.14 In the event you receive any request for Personal Data whether from the owner of that data or not you shall refer such request to us and not supply any such Personal Data to any person.
1. This agreement is valid for the period stated from the agreed commencement date (or until such time that as the agreement is terminated (see paragraph 11).
2. T-T Pumps undertakes to service the above equipment at the intervals stated above or to suit your requirements.
3. The charge per service will be invoiced directly after each service and is payable within 30 days (subject to credit approval) unless stated differently in the agreement.
4. The service charge relates only to the labour involved carrying out the service, any materials and parts will be charged at the current price.
5. Inductions over 15 minutes duration will be charged in addition to the quoted service price.
6. Locks - equipment must either have T-T standard locks or combination locks. Combination codes must be sent to T-T to enable access. Where codes are not given or lock changed without notification abandoned visits will be charged for accordingly.
7. The period between services may be altered at any time, by agreement of both parties.
8. T-T Pumps are under no liability in tort or in contract, for any loss or damage of any kind whether resulting from negligence or otherwise arising directly or indirectly from any failure or breakdown of the above equipment or caused directly or indirectly by or resulting from the equipment except if such loss or damage is caused by the wilful default or negligence of T-T Pumps.
9. The agreement relates only to the service of the above equipment and does not relate to any other equipment or accessories unless specifically stated in the agreement.
10. The agreement relates only to the customer, address and equipment referred to and is not transferable without the written consent of T-T Pumps.
11. This agreement may be terminated by either party provided that one month's notice is given in writing and one service has been completed, and the annual rental charge has been billed.
12. T-T Pumps undertakes to give a full report to the customer on the conditions and future maintenance requirements of the equipment at each service.
13. Parts under the value of £300.00 will not be quoted for but will be fitted on the next service.
14. T-T Pumps undertakes to give a full preferential service to customers with current service agreements in the event of a breakdown of the equipment mentioned.
15. Where pumps are returned and then deemed unrepairable should you require the pump returning to you this would be charged at an additional cost, alternatively, we can dispose of the pump for you. Please note that pumps are only kept for 14 days after the inspection date.
16. The customer undertakes to ensure that the facilities and conditions of the site comply with the Health & Safety Act etc. 1974. If there is any risk of our engineers coming into contact with toxic or dangerous substances whilst on site, the customer must inform T-T Pumps in writing of the substances and measures they will take to ensure that T-T Pumps engineers can work safely. T-T Pumps engineers may refuse to enter or work on any site where there is a risk to their health and safety.
17. Rented goods remain the property of T-T Pumps, any damage or misuse remains fully chargeable.
18. Minimum contract charge applies of 2 or 3 years as signed up.
19. Annual renewal after initial sign up applies charged in full.
1. ACCEPTANCE OF THESE TERMS
1.1. In order to receive our sensor email alert service (the "Service") you must agree to these terms. You will be prompted to accept these terms when setting up your sensor device using our Seer Nano app (the "App"). If you receive the Service without having accepted these terms within the App (e.g. because another person set up your sensor device) then you will be deemed to agree to these terms unless you cancel the Service by contacting us without undue delay.
1.2. If you are setting up the Service on behalf of your employer or another organisation then you warrant that you have obtained their agreement to these terms and that you are authorised to accept these terms on their behalf.
1.3. Use of our App is also subject to our End User Licence Agreement, a copy of which can be accessed at https://www.ttpumps.com/terms-and-conditions. In the event of a dispute between our End User Licence Agreement and these terms, these terms shall apply.
2. RESTRICTIONS OF USE
2.1. Use of the Service is subject to our policy on fair use. We may restrict or terminate your use of the Service if we reasonably believe your usage is excessive, for example if your sensor device generates excessive email alerts.
2.2. The Service requires your sensor device to have constant internet connectivity in order to fully function. Due to the unreliable nature of Wi-Fi connections it is strongly advised that you do not rely solely on the Service for your monitoring requirements. For the avoidance of doubt, we are not liable for any failure of the Service which results from your Wi-Fi connection or lack thereof.
2.3. If interruption of the Service or failure of the sensor device would result in material loss or harm then you must take specialist advice before using the Service and should install one or more backup systems, connected to separate servers, alongside the sensor device and Service. For the avoidance of any doubt, the Service is not intended for safety critical or life dependent applications and must not be used for medical or therapy purposes. We draw your attention to the limitation of liability in clause 4.
2.4. You must not use the Service for any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms.
3. SERVICE STANDARD
3.1. We will provide the Service with reasonable care and skill. If you are a business user then any other warranties concerning the Service which might be implied by law are hereby excluded in full and we do not guarantee that the Service will always be available or uninterrupted.
3.2. We are not responsible for any interruptions to the Service which are outside of our reasonable control provided we take reasonable steps to limit the impact of the interruption to you.
3.3. The Service is chargeable.
4. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU - PLEASE READ THIS SECTION CAREFULLY
4.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
4.2. Subject to clause 4.1:
(a) if you are using the Service in the course of business then:
(i) in no circumstances shall we be liable to you for any of the following kinds of loss: loss of revenue or profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss; and
(ii) without prejudice to the preceding clause 4.2(a)(i), our total aggregate liability to you in relation to our provision of the Service, in respect of all claims, losses or damages however arising, is limited to the price paid by you to us for the sensor device(s) you have purchased from us in the three (3) months preceding the date of the event giving rise to your claim (or the date by which you ought to have reasonably known that the event had occurred).
(b) If you are a consumer (i.e. not using the Service in the course of business) then:
(i) we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms or our failure to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen; and
(ii) our total aggregate liability to you in relation to our provision of the Service, in respect of all claims, losses or damages however arising, is limited to five hundred pounds (£500).
5.1. We may terminate your right to use the Service for any reason by giving you reasonable prior notice.
5.2. We may terminate your right to use the Service immediately without notice if you breach these terms, or our EULA (a copy of which is available from https://www.ttpumps.com/terms-and-conditions).
6. CHANGES TO THESE TERMS
We reserve the right to change these terms at any time by notice to you, for example to reflect changes in law or to deal with additional features which we introduce. You will be deemed to have accepted the changes if you do not cancel the Service within fourteen (14) days of receiving the updated terms.
7. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the Service throughout the world (including our trade marks) belong to us or our licensors. These terms do not grant you any intellectual property rights in, or to, the Service other than the right to use the Service in accordance with these terms.
8. DATA PROTECTION
8.2. For the avoidance of doubt, by receiving the Service you are not appointing us as your data processor.
9.1. If any provision or part-provision of these terms 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 these terms.
9.2. If any provision or part-provision of these terms is deemed deleted under clause 9.1, you and we 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.
10. ENTIRE AGREEMENT
10.1. If you are a business user then:
(a) these terms and our EULA and standard Terms of Sale, constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter and
(b) you acknowledge that by agreeing to these terms you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
In these terms:
(a) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(b) Any obligation for you not to do something includes an obligation not to allow that thing to be done.
12. BACK-UPS. You are exclusively responsible, and have sole liability, for regularly backing up content and data received using the Service.
13. FORCE MAJEURE. If our provision of the Service is delayed by an event outside our control then we will endeavour to notify you of that fact and we will take reasonable steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
14. VARIATION. No variation of these terms shall be effective unless it is in writing and signed by us.
15. ASSIGNMENT. We may transfer our rights and obligations under these terms to another organisation. You may only transfer your rights or your obligations under these terms to another person if we agree beforehand in writing (such agreement not to be unreasonably withheld).
16. NO RIGHTS FOR THIRD PARTIES. These terms do not give rise to any rights to be enforced under the Contracts (Rights of Third Parties) Act 1999.
17. WAIVER. Even if we delay in enforcing any of these terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18. GOVERNING LAW AND JURISDICTION. These terms are governed by English law. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
19. CONTACT. We are T-T Pumps Limited (company number 2320012) of Onneley Work, Newcastle Road. Woore, Cheshire, CW3 9RU. Email: email@example.com. Tel: +44 (0)1630 647200.