Terms and Conditions

WELCOME TO THE WASHWARE ESSENTIALS LTD WEBSITE TERMS AND CONDITIONS FOR USE. THERE IS A SECTION AT THE END FOR TERMS AND CONDITIONS OF SALE. THESE TERMS AND CONDITIONS APPLY TO THE USE OF THIS WEBSITE AT www.washwareessentials.co.uk BY ACCESSING THIS WEBSITE AND/OR PLACING AN ORDER, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS REGARDLESS OF WHETHER OR NOT YOU CHOOSE TO ORDER FROM US. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT USE THIS WEBSITE.

The www.washwareessentials.co.uk website is operated by:
Washware Essentials Ltd, a company registered in England and Wales

Our company registration number is 07533137
Our VAT registration number is 109 4136 32

Our contact details are as follows:

Trading address:
Washware Essentials Ltd
Kestrel Court
Harbour Road
Portishead
Bristol
BS20 7AN
General email: admin@washwareessentials.co.uk
Telephone number: 01275 390603

Registered Office:
226a Old Church Road
Clevedon
North Somerset
BS21 7UB

1. INTRODUCTION

1.1 You will be able to access all areas of this Website without registering your details with us.
1.2 We may revise these terms and conditions at any time by updating this posting. You should check this Website from time to time to review the current terms and conditions, because they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages of this Website. If you do not wish to accept any new terms and conditions after we have given notice, you should not continue to use this Website.

2. ORDERING FROM US
2.1 You are deemed to place an order with us by ordering via our online checkout process. As part of our checkout process you will be given the opportunity to check your order and to correct any errors. We will send you a VAT invoice, detailing the products you have ordered.
2.2 Our acceptance of an order takes place when we despatch the order. When we despatch the order the purchase contract will be made even if your payment has been processed immediately, unless we have notified you that we do not accept your order or you have cancelled your order.
2.3 We may refuse to accept an order:
(a) where goods are not available;
(b) where we cannot obtain authorisation for your payment;
(c) if there has been a pricing or product description error; or
(d) if you do not meet any eligibility criteria set out in our terms and conditions.

3. PRICING
3.1 All prices exclude VAT (where applicable) at the current rates. VAT will be shown separately and included in the total price at the checkout.
3.2 Where we charge separately for carriage and other relevant charges, the appropriate rates are set out in our specified pricing structure shown elsewhere on this Website.
3.3 Our prices are reviewed periodically and the site will be updated at that time.
3.4 All prices are quoted in Pounds Sterling.

4. PAYMENT & TITLE OF GOODS
4.1 All payments are processed through a third party payment solution using their encrypted secure servers. Washware Essentials Ltd do not hold records of your payment card details.
4.2 All payments will be recorded on your statements as “Washware Essentials Ltd”.
4.3 The title of goods will not pass to the purchaser until the full purchase price of the goods has been received in full by Washware Essentials. The title will remain with Washware Essentials until payment is complete.
4.4 If the Purchaser sells the goods on to its own customers in any form, either as purchased from Washware Essentials or forming a component part of a larger product, and any amount of the purchase price payable to Washware Essentials remains outstanding, the Purchaser must account to Washware Essentials for the proceeds of the sale.  The Purchaser is then required to hold such proceeds in trust for Washware Essentials until payment has been received in full by Washware Essentials.
4.5 Washware Essentials Ltd reserves the right to trace all proceeds once the payment date has passed, if any sums remain outstanding. Washware Essentials Ltd has the right to enter the Purchaser’s premises and remove any Goods which, by virtue of sub-Clause 4.3 remain the property of Washware Essentials Ltd.

5. DELIVERY
5.1 All goods are deemed to have been received in good working condition if Washware Essentials Ltd receives no communication from you regarding problems with the goods within three working days of delivery.
5.2 All deliveries should be checked at point and time of delivery for shortages and damages. All shortages and damages should be recorded on the drivers signature sheet and Washware Essentials Ltd should be notified immediately.
5.3 Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising.

6. CANCELLATION AND RETURNS POLICY FOR CONSUMERS (non business customers)
6.1 If you wish to cancel your order:
(a) you can notify us by email to admin@washwareessentials.co.uk before we have dispatched the goods to you (some non stock or customised items may incur a cancellation charge); or
(b) where goods have already been dispatched to you, by returning goods to us in accordance with clause 6.2 below.
6.2 Under the Consumer Contacts (Information, Cancellation, And Additional Charges) Regulations 2013 you can return goods you have ordered (except purpose made products, and china ware products) from us for any reason at any time within 14 calendar days of receipt of goods for a refund or exchange. The costs and responsibility of returning goods to us shall be borne by you. You are required to contact us in writing for approval, a returns note, and the return address details before returning any goods. Any cancellations must be notified within 14 calendar days from receipt of the goods, and returned within 14 calendar days from this notification, otherwise will not be allowed.
6.3 Refunds will be issued within 14 calendar days of receipt of the goods (which must be in the original packaging, unmarked, unused and in saleable condition) we will issue you a refund of the amount paid less any special delivery charges.
6.4 The rights to return the goods to us as referred to in clause 6.3 will not apply in the following circumstances: -
• in the event that the product has been used
• to any products that we have purpose made or customised specifically for you (these will include but not limited to: purpose made urinals, wash troughs where tap holes have been pierced, WC Pans with seat holes or seats fitted)
6.5 A model cancellation form is sent to your email address at the time of ordering which you may use (but are not obliged to use).

The provisions of this clause 6.4 do not affect your statutory rights.

7. CANCELLATION AND RETURNS POLICY (business customers)
7.1 If you wish to cancel your order:
(a) you can notify us by email to admin@washwareeseentials.co.uk before we have dispatched the goods to you (there may be a cancellation charge); or
(b) where standard stocked goods have already been dispatched to you, by returning goods to us in accordance with clause 7.2 below.
7.2 In certain circumstances you can return standard stocked goods you have ordered (except china ware, purpose made products, and specially ordered items). The costs and responsibility of returning goods to us shall be borne by you. If the goods are returned for any reason other than a product defect we reserve the right to retain the original carriage charge and up to a 35% re-stocking charge to cover the costs of delivery, packaging and labour. You are required to contact us for approval, a returns note, and the return address details before returning any goods.
7.3 Upon receipt of the goods (which must be in the original unopened packaging, unused and in saleable condition) we will issue you a refund of the amount paid less any outward carriage charge and re-stocking charge.
7.4 The rights to return the goods to us as referred to in clause 7.3 will not apply in the following circumstances: -
• in the event that the product has been used
• non stock items
• to any products that we have purpose made or customised specifically for you (these will include but not limited to: purpose made urinals, wash troughs where tap holes have been pierced, WC Pans with seat holes or seats fitted)

The provisions of this clause 7.4 do not affect your statutory rights.

8. LICENCE
8.1 You are permitted to print and download extracts from this Website for your own use on the following basis:
(a) no documents or related graphics on this Website are modified in any way;
(b) no graphics on this Website are used separately from accompanying text; and
(c) any of our copyright and trade mark notices and this permission notice appear in all copies.
7.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and graphical images) are owned by us or our licensors. For the purposes of these terms and conditions, any use of extracts from this Website other than in accordance with clause 8.1 above for any purpose is prohibited. If you breach any of the terms in these terms and conditions, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.
8.3 Subject to clause 8.1, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
8.4 Any rights not expressly granted in these terms are reserved.

9. SERVICE ACCESS
9.1 While we endeavour to ensure that this Website is normally available 24 hours a day, we will not be liable if for any reason this Website is unavailable at any time or for any period.
9.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

10. VISITOR MATERIAL AND CONDUCT
10.1 Other than personally identifiable information, which is covered under the Privacy Policy any material you transmit or post to this Website will be considered non-confidential and non-proprietary. We will have no obligations with respect to such material. We and our nominees will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
10.2 You are prohibited from posting or transmitting to or from this Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
(b) for which you have not obtained all necessary licences and/or approvals;
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
10.3 You may not misuse the Website (including, without limitation, by hacking).
10.4 We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of clauses 10.2 or 10.3.

11. LINKS TO AND FROM OTHER WEBSITES
11.1 Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.
11.2 You may not create any links to the internal content of the website except to the homepage.
11.3 You shall fully indemnify us for any loss or damage we or any of our group companies may suffer or incur as a result of your breach of clause 11.2.

12. DISCLAIMER
12.1 While we endeavour to ensure that the information on this Website is correct, we do not warrant the accuracy and completeness of the material on this Website. We may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website may be out of date, and we make no commitment to update such material.
12.2 The material on this Website is provided “as is” without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for these terms and conditions might have effect in relation to this Website.

13. LIABILITY
13.1 We, any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of our group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website.
13.2 Nothing in these terms and conditions shall exclude or limit our liability for (i) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under applicable law.
13.3 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
13.4 You agree to indemnify us fully, defend and hold us, and our officers, directors, employees and agents, harmless from and against all claims, liability, damages, losses, costs (including reasonable legal fees) arising out of any breach of the terms and conditions by you, or your use of this Website.

14. GOVERNING LAW AND JURISDICTION
14.1 These terms and conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the English courts.
14.2 We do not warrant that materials/items for sale on the Website are appropriate or available for use outside the United Kingdom. It is prohibited to access the Website from territories where its contents are illegal or unlawful. If you access this Website from locations outside the United Kingdom, you do so at your own risk and you are responsible for compliance with local laws.

15. MISCELLANEOUS
15.1 You may not assign, sub-license or otherwise transfer any of your rights under these terms and conditions
15.2 If any provision of these terms and conditions is found by any court of competent jurisdiction to be invalid, the invalidity of that provision will not affect the validity of the remaining provisions which shall continue to have full force and effect.
15.3 Only the parties to these terms and conditions may seek to enforce them under the Contracts (Rights of Third Parties) Act 1999.

PRIVACY POLICY

Washware Essentials Ltd is committed to preserving the privacy of all visitors to our website www.washwareessentials.co.uk Please read the following privacy policy to understand how we use and protect the information that you provide to us.
By placing an order on this website, you consent to the collection, use and transfer of your information under the terms of this policy.
INFORMATION THAT WE COLLECT FROM YOU
When you visit or order products or services on www.washwareessentials.co.uk you may be asked to provide certain information about yourself including your name, contact details and credit or debit card information.
We may also collect information about your usage of our website as well as information about you from messages you post to the website and e-mails or letters you send to us.
To maintain customer service standards and to assist staff training, we may record and monitor incoming calls.
USE OF YOUR INFORMATION
Your information will enable us to provide you with access to all parts of our website and to supply the goods or services you have requested. It will also enable us to bill you and to contact you where necessary concerning your orders. We will also use and analyse the information we collect so that we can administer, support, improve and develop our business.
In particular, we may use your information to contact you for your views on our services and to notify you occasionally about important changes or developments to the website or our services. Further, where you have consented, we might also use your information to let you know by email about other products and services which we offer which may be of interest to you. If you change your mind about being contacted in the future, please let us know.
DISCLOSURE OF YOUR INFORMATION
The information you provide to us may be accessed by or given to third parties some of whom may be located outside the European Economic Area who act for us for the purposes set out in this policy or for other purposes approved by you. Those parties process information, fulfil and deliver orders, process credit card payments and provide support services on our behalf. We may also pass aggregate information on the usage of our website to third parties but this will not include information that can be used to identify you.

We will under no circumstances pass your contact information on to any third parties for the purposes of email marketing lists.

Finally, if our business enters into a joint venture with or is sold to or merged with another business entity, your information may be disclosed to our new business partners or owners.
Countries outside the European Economic Area do not always have strong data protection laws. However, we will always take steps to ensure that your information is used by third parties in accordance with this policy.
Unless required to do so by law, we will not otherwise share, sell or distribute any of the information you provide to us without your consent.
COOKIES
Cookies are small amounts of information which we may store on your computer.
The only cookies stored on your computer will be information about your choices in the shopping cart. This can be removed by you at any time by using the browser tools to delete history and cookies stored on your computer.
SECURITY AND DATA RETENTION
We employ security measures to protect your information from access by unauthorised persons and against unlawful processing, accidental loss, destruction and damage. We will retain your information for a reasonable period or as long as the law requires.
ACCESSING AND UPDATING
You are entitled to see the information held about you and you may ask us to make any necessary changes to ensure that it is accurate and kept up to date. If you wish to do this, please contact us at admin@washwareessentials.co.uk We are entitled by law to charge a fee of £10 to meet our costs in providing you with details of the information we hold about you.
CHANGES TO OUR PRIVACY POLICY
Any changes to our privacy policy in the future will be posted to the website and, where appropriate, through e-mail notification.
CONTACT
All comments, queries and requests relating to our use of your information are welcomed and should be sent to: admin@washwareessentials.co.uk

TERMS and CONDITIONS of SALE

Definitions

In these conditions the Company shall mean Washware Essentials Limited, the purchaser shall mean the person, firm or company to whom any quotation is addressed or with whom any contract is made and the goods shall mean the goods and/or services agreed to be sold by the Company to the purchaser.

1. Quotation and Acceptance
(a) All quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other terms stipulated or referred to by the purchaser whether in its order or any other document, or in any negotiations or communication or course of dealing established between the Company and the purchaser;
(b) No modification or amendment of these terms or addition thereto shall be effective unless made in writing and signed by a director of the Company.

2. Description of and Statements as to Goods
(a) Save where the goods are stated to be sold as complying with a recognised trade or industry standard, all descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company's website, catalogues, brochures, price lists, quotations and publicity materials are approximate only and the Company shall not be liable for their accuracy unless they are expressly incorporated into the contract in writing.

(b) These terms represent the entire agreement between the Company and the purchaser relating to the goods and such terms supersede any other terms previously issued and the purchaser shall not place any reliance upon any statements, recommendations and advice whether oral or in writing given (whether before or after the acceptance by the Company of the purchaser's order) by the Company, its servants or agents as to any matter relating to the goods save where such statement, recommendations or advice is given in writing and signed by a director of the Company in response to a specific written request from the purchaser before or at the time of the Company's acceptance of the order.

3. Prices
Prices quoted by the Company are those in effect at the date of quotation. Unless otherwise agreed in writing, the Company reserves the right to increase prices when it accepts the purchaser's order so as to reflect one or more of the following:
(a) Any variation that may have occurred in the costs of labour, materials, suppliers overheads and transport;
(b) Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods;
(c) Any cost to the Company resulting from delay by the purchaser in giving to the Company information sufficient to enable it to supply the goods or provide the services or resulting from any alteration made at the request of the purchaser in the specification of the goods or in the place to which they are to be delivered or shipped;
(d) Any extra cost to the Company resulting from the goods being carried at the request of the purchaser by modes of transport more expensive than the Company's normal form of transport.

4. Delivery
(a) Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising;
(b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely:
(i) the physical delivery of the goods to the purchaser at the Company's works;
(ii) the physical delivery of the goods to the purchaser's carrier or agent for the purpose of transmission to the purchaser or his nominee;
(iii) the physical delivery of the goods to the purchaser's place of business or such other place as he may direct the Company, its carrier or agent, the purchaser being responsible for unloading;
(c) Signature of the Company's delivery note by an employee, representative or agent of the purchaser shall be conclusive proof of delivery;
(d) Where the contract provides for delivery by the Company, its carrier or agent:
(i) any claims for non-delivery must be made in writing to the Company within 7 days of receipt of invoice or advice note whichever is the earlier;
(ii) any claims in respect of goods damaged in transit or shortages in delivery must be made in writing to the Company within three days of delivery; shortages in delivery shall not give rise to a right to reject the goods delivered;
(e) The Company shall be entitled to make partial deliveries or deliveries by instalments and all the provisions of these terms shall apply to such deliveries.

5. Payment
(a) Unless otherwise agreed in writing, the price for the goods will be due at the time of ordering, for account customers the price for the good will be due and payable on the last business day of the month following delivery;
(b) The Company shall be entitled to charge interest on any part of the price which is not paid in accordance with clause (a) at the rate per annum of 3% above the Base Rate of National Westminster Bank PLC from time to time;
(c) Time of payment is of the essence and if the purchaser defaults in punctual payment of the price the Company shall be entitled to terminate the contract and recover the goods at the purchasers expense without prejudice to any further rights which the Company may have;
(d) Any default in payment of an invoice or an instalment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the Company to the purchaser immediately payable in full without demand being made notwithstanding  any contrary provisions as to terms of payment in any one or all invoices;
(e) If the purchaser fails to give all instructions reasonably required by the Company and all necessary documents, licences, consents and authorities for forwarding the goods or is unable to accept delivery of the goods at the time when the goods are due and ready for despatch or delivery or shall otherwise cause or request delay, the purchaser shall pay to the Company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which, at the Company's absolute discretion if its storage facilities permit, the goods will be stored at the purchasers sole risk. This provision shall be in addition to and not in substitution for any other payment or damages for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date;
(f) The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the Company and such admission is signed by a director of the Company;
(g) In the absence of any specific appropriation by the purchaser, the Company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the Company shall in its absolute discretion think fit.

6. Guarantee
Where the goods supplied by the Company are of the Company's design and manufacture the Company will make good any defects in those goods subject to the following conditions:
(a) The purchaser shall notify the Company in writing at the Company's address, Kestrel Court, Harbour Road, Portishead, Bristol, BS20 7AN, within 7 days of the date of delivery;
(b) The Company shall be provided with an adequate opportunity to examine the goods.
(c) The Company shall not be obliged to replace any goods or make any allowance or other arrangement if, in the reasonable opinion of the Company, the defect has arisen from accident, misuse, neglect, incorrect installation, lack of reasonable maintenance, or any other cause beyond the reasonable control of the Company;
(d) Where the defect is reasonably attributable to the fault of the Company, the Company shall replace or repair the defective goods, but shall not be liable for any costs of removal of the defective goods, or of installation of replacement goods, nor any consequential loss or damage arising therefrom.
(e) The Company will not accept any charges for remedial work which is carried out without its express authority and approval.
(f) The Company's liability shall be limited to the repair or replacement of materials and components manufactured by the Seller.  No goods are guaranteed by the Company for any specific length of time but are warranted to be free from defect in workmanship and materials at time of delivery. No liability can be accepted in respect of products that have become defective due to contact with corrosive liquids such as strong bleaching solutions and fluids, photographic developing liquids, immersion type silver cleaning fluids and the like which are injurious to stainless steel.
(g) Where goods and components supplied by the Company are not of the Company's design and manufacture, the Company's liability shall be limited to the guarantee provide by the manufacture of such goods and components.
(h) The Company shall not be under any duty arising from Section 7 of these Conditions of Sale if the purchaser is in breach of any provision of the contract with the Company until the purchaser has remedied the breach.

7. Property and Risk
(a) Risk in the goods shall pass to the purchaser, at the time at which delivery takes place in accordance with clause 5 above the purchaser shall be solely responsible for insuring the goods thereafter;
(b) The Company shall retain ownership of and title in the goods delivered until full payment has been made in respect of all such goods. Until such time the goods shall be:
(i) stored separately from other goods in the possession of the purchaser;
(ii) marked or otherwise rendered identifiable as being the property of the Company;
(iii) held by the purchaser as bailee of the Company;
(iv) held by the purchaser free from any charge, lien or other encumbrance;
(c) Provided the Company has not requested their return and notwithstanding that payment in full has not been made for all of the goods delivered, the purchaser as principal and not as agent for the Company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business;
(d) Where the purchaser sells the goods prior to paying for them in full;
(i) the Company shall be legally and beneficially entitled to the proceeds of sale;
(ii) the purchaser shall hold the proceeds of sale on trust for the Company and shall not mingle them with other monies and shall not pay them into an overdrawn bank account;
(iii) he shall deposit the proceeds of sale in a separate bank account, the location and number of which he has previously notified to the Company, and he shall not be entitle to use or deal with the proceeds of sale until payment in full for the goods has been made to the Company;
(e) The Company shall have the right at any time by its servants or agents to enter the purchaser's premises where the goods are stored, or are thought by the Company to be stored, so as to:

(i) retake possession of the goods when the Company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the Company may have arising therefrom;
(ii) inspect the storage of the Company's goods which have not been paid for in full;
(iii) investigate and ascertain whether all these terms are being complied with.

8. Indemnity
(a) The purchaser shall indemnify the Company against all loss, damages, costs and expenses suffered or incurred by the Company or to which the Company may become liable as a result of any work carried out in accordance with the purchaser's specification(s) which involves infringement or alleged infringement of a patent, registered design or other industrial property right;
(b) If the purchaser uses or sells the goods in such a manner as to infringe any such rights the Company shall not be responsible for such infringement and the purchaser agrees to indemnify the Company from and against all liability arising therefrom.

9. Termination
The Company shall have the right forthwith to cancel the purchaser's order if any of the following events occur and subject to enforcement of the Company's rights to recover the goods and to receive payment of the price or damages, the contract shall be deemed to have terminated:
(a) The purchaser commits any breach of his obligations to the Company;
(b) Any distress or execution is levied upon any property of the purchaser;
(c) The purchaser makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or insolvency;
(d) Any resolution is passed or petition presented to wind up the purchaser;
(e) A receiver or administrator is appointed or any chargee takes possession of all or any part of the undertaking or assets of the purchaser;
(f) The purchaser stops payment or ceases or threatens to cease to carry on its business or to pay its debts and when they fall due;
(g) Any remittance for payment of the whole or any part of the purchase price of the goods is dishonoured by the purchaser's bankers.

10. Assignment
The purchaser shall not assign or transfer or purport to assign or transfer any contract to which these terms apply to any other person without the Company's prior written consent. The Company reserves the right to subcontract the performance of the contract of any part of it.

11. Force Majeure
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof or from otherwise performing the contract or any part thereof by reason of war, embargo, riot, strike, lockout, trade dispute, fire, break-down of plant or machinery, inclement weather, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or its control, it shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.

12. Proper Law
The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.