4
4
13
ASSIGNMENT
13.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13.2 The Company may assign the Contract or any part of it to any person, firm or company.
14
FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the
Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil
commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor 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 [180] days, the Buyer shall be entitled to give [not less than [3] days] notice in
writing to the Company to terminate the Contract.
15
GENERAL
15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether
under the Contract or not.
15.2 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.
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of
any of its rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a
waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
15.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person that is not a party to it.
15.6 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.
16
COMMUNICATIONS
16.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class
post or sent by facsimile transmission:
16.1.1
(in case of communications to the Company) to its registered office or such changed address as shall be notified to the
Buyer by the Company; or
16.1.2
(in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other
case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall
be notified to the Company by the Buyer.
16.2 Communications shall be deemed to have been received:
16.2.1
if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays within the UK) after
posting (exclusive of the day of posting);
16.2.2
if delivered by hand, on the day of delivery;
16.2.3
if sent by facsimile transmission on a working day prior to 4.00 p.m., at the time of transmission and otherwise on the next
working day. Communications addressed to the Company shall be marked for the attention of the designated purchasing
agent for the buyer.
17
EXPORT
17.1
In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of
Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which
is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if
there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
17.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 17 shall (subject to any special
terms agreed in writing between the Buyer and the Company) apply notwithstanding any other provision of these Conditions.
17.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the
country of destination and for the payment of any duties on them.
17.4 Unless otherwise agreed in writing between the Buyer and the Company, the Goods shall be delivered fob the air or sea port of
shipment and the Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
17.5
The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Company’s premises before shipment.
The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and
which is made after shipment, or in respect of any damage during transit.
