Martek Marine

Martek Marine Ltd Standard Terms and Conditions Of Sale

 
1.    Preamble

1.1    These general conditions shall without reservation apply to all contracts entered into between Martek Marine Limited (thereafter referred to as the Vendor) and any other party (thereafter referred to as the Customer) except where modified in specific terms and agreed in writing between the parties.

1.2    Unless otherwise agreed in writing by Martek marine Ltd, these Terms and Conditions shall override any terms and conditions stipulated, incorporated, referred to or implied by the buyer, whether in the contract or in any negotiations, and all guarantees, warranties or conditions (including any conditions as to quality or fitness for any purpose) whether express or implied by statute, common law or otherwise are excluded and hereby negated in so far as it is reasonable to do so.

2.    Terms Of Delivery

2.1    Unless otherwise agreed the Goods shall be deemed to be sold Ex-works. The time at which the risk shall pass will be fixed in accordance with the International rules of the Interpretation of Trade Terms (Incoterms) of the International Chamber of Commerce in force at the date of the formation of the Contract.

2.2    In the event that goods are delivered to the nominated site of the Purchaser for assembly, installation and commission whilst the Vendor is engaged as a subcontractor risk shall pass together with title upon completion and acceptance of same by Purchaser and the payment of all outstanding amounts due to the Vendor in respect of any or all of the Goods supplied under the said contract.

3.    Delivery

3.1    Unless otherwise agreed, the delivery period shall run from the latest of the following dates:

the date of the formation of the Contract
the date on which the Vendor receives notice of the issue of a valid license where such is necessary for the execution of the Contract.
the date of the receipt by the Vendor of such payment in advance of manufacture as is stipulated in the Contract.

3.2    Martek Marine Limited will use its best endeavors to complete its contractual obligations within the period (if any) stated in the contract or in a reasonable time but shall be under no liability in damages or otherwise for failure to do so from any cause whatsoever however arising.  In no circumstances shall delay be a ground for cancellation of the contract by the customer.

3.3    Should delay in delivery be caused by any of the circumstances mentioned in Clause 6 or by an act or omission of the Purchaser and whether such cause occurs before or after the time or extended for delivery, there shall be granted subject to the provision of paragraph 4 hereof such extension of the delivery period as is reasonable having regard to all the circumstances of the case.

3.4    If the Purchaser fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the Goods had been delivered. The Vendor shall arrange for the storage of the Goods at the risk and cost of the Purchaser. If required by the Purchaser the Vendor shall insure the Goods at the cost of the Purchaser. Provided that if the delay in accepting delivery is due to one of the circumstances mentioned in Clause 6 and the Vendor is in a position to store it in his premises without prejudice to his business, the cost of storing the Goods shall not be borne by the Purchaser.

3.5    Unless the failure of the Purchaser is due to any of the circumstances mentioned in Clause 6 the Vendor may require the Purchaser by notice in writing to accept delivery within a reasonable time. If the Purchaser fails for any reason whatever to do so within such time the Vendor shall be entitled by notice in writing to the Purchaser, and without requiring the consent of any Court, to terminate the Contract in respect of such portion of the Goods as is by reason of the failure of the Purchaser aforesaid not delivered and thereupon to recover from the Purchaser any loss suffered by reason of such failure up to an amount not exceeding the price attributable to that portion of the Goods which the Purchaser has failed to accept delivery of.

4.    Payment

4.1    Payment shall be made in the manner and at the time or times agreed by the parties but in the absence of such agreement payment will be due upon delivery of the Goods.

4.1.1    When not otherwise stated payment shall be Nett Cash 30 days from date Invoice and shall be in Pounds Sterling unless otherwise agreed.

4.2    If delivery has been made before payment of the whole sum payable under the Contract, the Goods delivered shall, to the extent permitted by the law of the country where the Goods are situated after the delivery, remain the property of the Vendor until such payment has been effected. If such law does not permit the Vendor to remain the property in the Goods, the Vendor shall be entitled to the benefit of such other rights in respect thereof as such law permits him to remain. The Purchaser shall give the Vendor every assistance in taking any measures required to protect the Vendor’s right of property or such other rights as aforesaid.

4.3    If the Purchaser delays in making any payment the Vendor may postpone the fulfillment of his own obligations until such payment is made, unless the failure of the Purchaser is due to an act or omission of the Vendor.


4.4    If delay by the Purchaser in making any payment is due to one of the circumstances mentioned in Clause 6 the Vendor shall not be entitled to any interest on the sum due. Save as aforesaid, if the Purchaser delays in making any payment the Vendor shall be entitled to the payment of interest on the sum due at a rate of 5 percentage points above the base rate of the Midland Bank from the date on which such sum became due. If at the end of 3 months the Purchaser shall still have failed to pay the sum due, the Vendor shall be entitled by notice in writing to the Purchaser and without requiring the consent of any Court to terminate the contract and thereupon to recover from the Purchaser the amount of his loss.

5.    Retention Of Title To Goods

    Notwithstanding the provisions of Clause 4, all contracts will be entered into subject to the following conditions relating to retention of title to the Goods supplied.

5.1    The Vendor reserves the title to any or all of the Goods contained in any contract and wherever stored whether or not the said Goods have been re-sold until such time as all outstanding amounts due to the Vendor in respect of the Goods supplied have been received.

5.2    The Purchaser of any or all of the Goods contained in any contract shall be deemed to be acting as a bailee of the Goods and shall undertake to indemnify the Vendor against loss or damage whilst in his possession and shall store all the Goods there mentioned in good condition until such time as payment is made in full for the Goods at which time title in the Goods shall pass.

5.3    The Purchaser is deemed to occupy a fiduciary position and shall not without the specific agreement of the Vendor pass, attempt to pass or conspire to pass title in any or all of the Goods continued in any contract until title has been ascertained under Clauses 2.2, 5.1 and 5.2. In the event that specific agreement is attained the Purchaser shall occupy a fiduciary position in respect of the proceeds of any such sale and shall agree to fully indemnify the Vendor against any consequential loss suffered as result.

5.4    Any or all Goods contained in any contract shall not at any time save with the specific agreement of the Vendor be defaced, modified or in any other way changed to the extent that it will at all times be possible to identify the Goods referred to above over which the Vendor reserves title.

The Vendor shall at all times during retention of title reserve the right to claim the re-delivery of all or any Goods in any contract at any time prior to the title to the Goods being ascertained in the event that the Purchaser due to insolvency or any other reason not the fault of the Vendor has failed to make full payment for the Goods contained in the said contract.

6.    Guarantee

6.1    Subject as hereinafter set out, the Vendor undertakes to remedy any defect resulting from faulty design, materials or workmanship on a ‘return-to-base’ basis.

6.2    This liability is limited to defects that appear during the period of 12 months after the date of delivery. The guarantee on electro-chemical/catalytic/semi-conductor gas sensors is limited to a period of 3 months or the balance of the manufacturer’s warranty whichever is the greater and is subject to special criteria regarding their handling operation and maintenance.

6.3    A fresh guarantee period of 12 months shall apply, under the same terms and conditions as those applicable to the original Goods to parts supplied in replacement of defective parts or to parts renewed in pursuance of the Clause. The provision shall not apply to the remaining parts of the Goods, the Guarantee Period of which shall be extended only by a period equal to the period during which the Goods are out of action as a result of a defect covered by this Clause. Not withstanding the stipulations of this Clause, the validity of the Vendor’s Guarantee shall not exceed 2 years for any part of the Goods reckoned from the original date of commencement of the Guarantee Period.

6.4    In order to be able to avail himself on his rights under this Clause the Purchaser shall notify the Vendor in writing without delay of any defects that have appeared and shall give him every opportunity of inspecting and remedying them.

6.5    On receipt of such notifications the Vendor shall remedy the defect forthwith and, at his own expense. The Purchaser shall return to the Vendor any part in which a defect covered by this Clause has appeared, for repair or replacement by the Vendor, and in such case the delivery to the Purchaser of such part properly repaired or a part in replacement thereof shall be deemed to be a fulfillment by the Vendor of his obligations under this paragraph in respect of such defective part.

6.6    The Vendor’s liability does not apply to defects arising out of materials provided, or out of a design stipulated by the Purchaser.

6.7    The Vendor’s liability shall apply only to defects that appeared under the conditions of operation provided for by the Contract and under proper use. It does not cover defects due to causes arising after the risk in the Goods has passed in accordance with Clause 2. In particular it does not cover defects arising from the Purchaser’s faulty installation, commissioning or maintenance or from alterations carried out without the Vendor’s consent in writing or from repairs carried out improperly by the Purchaser, nor does it cover normal deterioration. Specifically, the guarantee shall be void where commissioning or maintenance of the system has been attempted by persons other than Martek trained & certified personnel. Where clients do choose to use the services of Martek Marine Ltd trained & certified commissioning personnel, power should not be applied to the system other than under the direction of the attending Martek Marine Ltd trained & certified engineer. Should it be found that the system has been powered up before the attendance of our engineer, system warranty will be invalid. 

6.8    It is expressly agreed that the Purchaser shall have no claim in respect of any loss or damage caused by the defect, including but not limited to damage to property, loss of production, loss of profit or any other consequential damage and indirect loss. Unless it is shown from the circumstances of the sale that the Vendor has been guilty of gross misconduct.

6.9    Gross misconduct does not comprise any and every lack of proper care or skill but means an act or omission on the part of the Vendor implying either a failure to pay due regard to serious consequences which a conscientious Contractor would normally foresee as likely to ensure or a deliberate disregard of any consequences of such act or omission.

7.    Security And Product Liability

7.1    If not otherwise stated, the delivery comprises such equipment for protection against the risk of danger or for compliance with legislation in the use of the Goods as are normally in use in the Vendor’s country. Any responsibility that may arise on account of other protective or compliance equipment being prescribed in the Purchasers country is exclusively carried by the Purchaser.

7.2    The Vendor shall be liable for personal injury only if it is proved that such injury was caused by negligence on the part of the Vendor or others for whom he is responsible. The Vendor shall not be liable for damage to property occurring whilst the Goods are in the possession of the Purchaser. Nor shall the Vendor be liable for damage to products manufactured by the Purchaser, or to other products of which the Purchasers products form a part. Apart from these limitations the Vendor shall be liable for damage to property on the same conditions as for personal injury. The Vendor shall in no circumstances be liable for loss of production, loss of profit or any other consequential damage and indirect loss. To the extent the Vendor might incur product liability toward any third party, the Purchaser shall indemnify the Vendor as far as the Vendor’s liability has been limited by the three proceeding sub-paragraphs. If a claim for damage as described in this clause 6.2 is lodged by a third party against one of the parties, the latter shall party forthwith inform the other party thereof.

The Vendor and the Purchaser shall be mutually obliged to let themselves be summoned to the Court examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Goods. The contractual relationship between the Vendor and the Purchaser shall, however, be settled by arbitration according to Clause 10. The above limitations in the Vendor’s liability shall not apply where the Vendor is shown to have been guilty of gross misconduct.

8.    Reliefs

8.1    The following shall be considered as cases of relief if they intervene after the formation of any Contract and impede its performance, industrial disputes and any other circumstances (e.g. fire, mobilisation, requisition embargo, currency restrictions, insurrection, shortage of transport, general shortage of materials and restrictions in use of power) when such other circumstances are beyond the control of the parties.

8.2    The party wishing to claim relief by reason of any of the said circumstances shall notify the other party in writing without delay on the intervention and on the cessation thereof.

8.3    The effects of the said circumstances so far as they are affect the timely performance of their obligations by the parties are defined in Clauses 3 and 4. Save as provided in paragraph 3.4, 3.6 an 4.4, if by reason of any of the said circumstances the performance of the Contract within a reasonable time becomes impossible either party shall be entitled to terminate the Contract by notice in writing to the other party without requiring the consent of any Court.

9.    Limitation Of Damages

9.1    Where either party is liable in damages to the other, these shall not exceed the damage, which the party in default could reasonably have foreseen at the time of the formation of Contract.

9.2    The party who sets up a breach of the Contract shall be under a duty to take all necessary measures to mitigate the loss, which has occurred provided that he can do so without unreasonable inconvenience or cost. Should he fail to do so, the party guilty of the breach may claim a reduction in the damages.

10.    Rights At Termination

10.1    Termination of the Contract, from whatever cause arising, shall be without prejudice to the rights of the parties accrued under the Contract up to the time of termination.

11.    Arbitration And Law Application

11.1    Any dispute arising out of the Contract shall be finally settled, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designated in conformity with those Rules.

11.2    The Contract shall be governed by law of the Vendor’s country and all disputes shall be dealt with in the jurisdiction of England & Wales.

12    Return of Goods Originally Shipped Against Sales Order Contract

12.1    In all circumstances Martek Marine Limited reserve the right to refuse the return of goods which were originally shipped to any Customer against an agreed Sales Order Contract.

12.2    Any goods returned to Martek Marine Limited which were originally shipped against a Sales Order Contract will incur a 25% handling charge to the customer if the reason for return is deemed to be outside the control of Martek Marine Limited (i.e. wrong product ordered by the customer). The charge incurred will be 25% of the original value for the goods returned. Under all circumstances a minimum charge of £1000 will be imposed.

13    Cancellation of Contract

In the event of the Customer purporting to cancel an order Martek Marine Ltd if it wishes to accept such cancellation shall be entitled to charge the Customer a cancellation fee of up to twenty five per cent (25%) of the purchase price for stock items, or up to 100% of the purchase price for a bespoke system, in respect of costs and expenses incurred and other damages without prejudice to any right to claim further costs, expenses and damages howsoever arising.

14    Patents

If any goods to be supplied by Martek Marine Limited are to be in accordance with the Customer’s specifications or instructions the Customer will indemnify Martek Marine Limited against all damages, penalties, costs and expenses to which Martek Marine Limited may become liable or which Martek Marine Limited may incur through complying with any such specifications or instructions, involving an infringement of Patent, Registered Design, or Trade Mark.

Martek Marine Ltd Standard Terms and Conditions For Purchase of Goods and/or Services

1    Definitions

In this document the following words shall have the following meanings:
 
1.1 "Agreement" means these Terms and
Conditions together with the terms of any applicable Purchase Order;
 
1.2  "Buyer" means Martek Marine Ltd, Adwick Park, Rotherham, S63 5AB
 
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
 
1.4 "Purchase Order" means the standard Buyer document which includes or is attached to a statement of work describing the goods and/or services to be provided by the Supplier and which provides a maximum value payable by the Buyer to the Supplier;
 
1.5 "Supplier" means the organisation or person who supplies goods and/or services to the Buyer;
 
1.6 "Supplier Personnel" means any employee or contractor supplied by the Supplier to provide services.
 
2    General

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and/or services by the Supplier pursuant to one or more Purchase Order.
 
2.2 Where it is agreed that the Supplier shall supply goods and/or services, the goods and/or services to be supplied, the price payable and any other special terms agreed between the parties shall be set out in the Purchase Order.  All Purchase Orders shall be subject to these Terms and Conditions.
 
2.3   Unless otherwise agreed in writing by Martek marine Ltd, these Terms and Conditions shall override any terms and conditions stipulated, incorporated, referred to or implied by the Supplier, whether in the contract or in any negotiations, and all Suppliers conditions whether express or implied by statute, common law or otherwise are excluded and hereby negated in so far as it is reasonable to do so.
 
3    Price and Payment

3.1 The price and any taxes and expenses for the goods and/or services shall be as specified in the Purchase Order.

 3.2 An invoice shall be produced by the Supplier to the Buyer in accordance with the terms set out in the Purchase Order. The Buyer shall pay for the goods and/or services at the end of the month following the month in which the goods and/or services are supplied or in which the invoice is received, whichever is the later.  In no circumstances shall the time for payment be of the essence of the agreement.
 
 3.3 The Buyer shall not be responsible for any expenses, charges or price     other than those set out in the Purchase Order.

 3.4 If the parties agree that the Supplier is to provide goods and/or services or resources in addition to those specified in a Purchase Order, then such agreement will be reflected in a further Purchase Order, which will be deemed incorporated into this Agreement.
 
 3.5 Once a Purchase Order has been agreed by the Buyer the price for the goods and/or services shall be fixed.
 
4    Warranty

 4.1 The Supplier warrants and guarantees that all goods and materials supplied under this Agreement shall be free from any defects, patent or latent, in material and workmanship, conform to applicable specifications and drawings and, to the extent that detailed designs were not provided to the Buyer, will be free from design defects and in every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice.  The approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause.
 
4.2 The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within 24 months from delivery, or where The Supplier’s goods and materials form part of a system manufactured by the Buyer to be supplied to a new ship,  24 months after the date of ship's delivery to owner
 For any defects carried over for repair and/or remedy after 24 months from delivery or after the ship's delivery, the guarantee period shall run for twenty-four 24 months from the date of the repair and/or remedy of the defects is accomplished. For any post-delivery defects repaired or remedied, the guarantee period shall run for an additional period of 12 months from the date the repair or remedy is accomplished. If any problem occur due to Seller's mis-information or lack of information, the seller shall bear the responsibility for buyer's damage. The "Product liability Law (PL)" will be applied for the damage due to the defects of equipment.

4.3 Where there is a breach of the warranty contained in this Clause by the Supplier, the Buyer, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in this Agreement, may require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the price or part of the price relating to the defect to the Buyer.
 
4.4 Items repaired or replaced shall be subject to these Terms and Conditions in the same manner as those originally delivered under this Agreement.  If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, the Buyer may itself, or through an agent or sub-contractor, or otherwise, repair or replace any item itself and the Supplier agrees to reimburse the Buyer for any costs or expenses incurred.
 
5    Delivery

5.1 Delivery of the goods shall be made to such location, as the Buyer shall direct. Carriage shall be paid for by the Buyer. Any time agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to cancel, without notice, the whole or any part of this Agreement if this Clause is not complied with by the Supplier.
 
5.2 Where the Buyer cancels the whole or part of the contract in accordance with Clause

 5.2.1 all sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable;
 
5.2.2 all sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately;

5.2.3 the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract.
 
6    Title

6.1 The Supplier warrants that it has good title to the goods and that it will transfer such title as it may have in the goods to the Buyer pursuant to Clause 6.2.
 
6.2 Title in the goods will pass to the Buyer when the goods are unconditionally appropriated (by either party or by or with the consent of either party) to this Agreement, or on delivery to the Buyer, whichever happens first.
 
7    Risk

The goods will be and shall remain at the Supplier’s risk until such time as they are delivered to the Buyer (or at his direction), and are found to be in accordance with the requirements of this Agreement.  It shall be the duty of the Supplier at all times to maintain a contract of insurance over the goods and, on request from the Buyer, to assign to the Buyer the benefits of such insurance.
 
8    Inspection of Goods

8.1 The Buyer shall inspect the goods upon delivery.
 
8.2   Where goods are damaged the Buyer shall notify the Supplier. The Buyer may reject the damaged goods and the following provisions shall apply:
 
8.2.1the Supplier shall collect the damaged goods from the Buyer at the Supplier’s expense;
 
8.2.2 during the period between delivery of the goods to the Buyer and collection by the Supplier, the Buyer shall not be liable for any loss or further damage caused to the damaged goods;
 
8.2.3      all sums payable by the Buyer in relation to the damaged goods shall cease to become payable;
 8.2.4 all sums paid by the Buyer in relation to the damaged goods shall be repaid by the Supplier immediately;
 
8.2.5  the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the goods being damaged.
 
8.3    Where there are shortages in the order the Buyer shall notify the Supplier and the following provisions shall apply:
 
8.3.1      all sums payable by the Buyer in relation to the missing goods shall cease to become payable;
 
8.3.2     all sums paid by the Buyer in relation to the missing goods shall be repaid by the Supplier immediately;
 
8.3.3  the Buyer shall be entitled to claim damages from the Supplier for any losses caused to the Buyer as a result of the shortages.
 
8.4     If the Buyer so requests, the Supplier shall immediately replace damaged goods or supply goods which are missing at the Supplier’s expense or the Buyer shall be entitled to cancel, without notice, the whole or any unexecuted part of the order and the rights referred to in Clause 5.2 shall apply.
 
8.5      Where there is an excess of goods in relation to the order the Buyer may reject the excess goods by notice in writing to the Supplier and the following provisions shall apply:
 
8.5.1     the Supplier shall collect the excess goods from the Buyer at the Supplier’s expense;
 
8.5.2     during the period between delivery of the goods and collection by the Supplier, the Buyer shall not be liable for any loss or damage caused to the excess goods;
8.5.3 no sum shall be due to the Supplier for the excess goods and in the event that sums are paid to the Supplier for the excess goods, the Supplier shall repay such sums to the Buyer immediately.
 
8.6 The Buyer may accept excess goods by notifying the Supplier of such acceptance and the price of the excess goods shall be payable by the Buyer.
 
8.7   The Supplier shall repair or replace free of charge, goods damaged or lost in transit upon receiving notice to that effect from the Buyer.
 
8.8   The Buyer’s signature on any delivery note of the Supplier is evidence of the number of packages received only and not evidence of the correct quantity of goods received or that the goods are in a good condition or of the correct quality.
 
9    Supplier's Obligations

9.1 The Supplier warrants, represents and undertakes that:
 
9.1.1All services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry ("Best Industry Practice");
 
9.1.2The Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
 
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
 
9.1.4 It has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
 
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time

9.3   The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.

 9.4The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
 
10    Status and Liabilities

10.1 It is expressly understood that neither the Supplier nor the Supplier Personnel have the authority to act as agent for the Buyer or to contract on the Buyer’s behalf.

10.2 The Supplier Personnel shall at no time be deemed to be employed or otherwise engaged by the Buyer.

10.3  The Supplier shall be responsible for paying the Supplier Personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to the provision of the services.  The Supplier agrees to indemnify the Buyer in respect of any claims that may be made by the relevant authorities against the Buyer in respect of tax demands or National Insurance or similar contributions relating to the provision of the services by the Supplier.
 
  10.4The Supplier shall, and shall procure that the Supplier Personnel shall, comply with all applicable statutes; rules and regulations in providing the services, including all immigration and employment requirements imposed by any applicable jurisdiction, and the Supplier shall indemnify and hold harmless the Buyer from damages arising out of any failure to do so.
 
11    Termination

 11.1The Buyer may terminate this Agreement for any reason by providing 15 days prior written notice to the Supplier.
 
 11.2 The Buyer may terminate this Agreement with immediate effect by providing written notice to the   Supplier if:

11.2.1 The Supplier or the Supplier Personnel commit any material or persistent breach of this Agreement;

11.2.2 the Supplier fails to or refuses after written warning to procure that the Supplier Personnel provide the services properly required of them in accordance with this Agreement;
 
11.2.3 the Supplier passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
 
11.2.4 the Supplier ceases to carry on its business or substantially the whole of its business; or
 
11.2.4 the Supplier is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
 
12    Indemnity

The Supplier agrees to indemnify the Buyer against all claims, costs and expenses which the buyer may incur and which arise, directly or  indirectly, from the Supplier’s breach of any of its obligations under this Agreement.
 
13    Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Buyer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Buyer by the execution of appropriate instruments or the making of agreements with third parties.
 
14    Force Majeure

The Buyer shall not be liable for any delay or
failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, flood, bird flu’ pandemic or industrial disputes, and the Buyer shall be entitled to a reasonable extension of its obligations.
 
15    Relationship of Parties

Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
 
16    Assignment

The Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Buyer.
 
17    Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
 
18    Waiver

No failure by the Buyer to enforce any of these Terms and Conditions shall constitute a waiver of its rights hereunder.
 
 
19    Notices

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
 
20    No Third Parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
 
21    Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
 
22    Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.