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Terms & Conditions Of Sale & Supply

1. GENERAL
1.1 TAILORED FIRE AND SECURITY GROUP LTD (the Contractor) provides it's services (as defined below) in accordance with the following terms and conditions which shall apply to every such sale, except to the extent stated and/or as varied in writing by a Director of the Contractor, and to the exclusion of any conflicting terms and conditions submitted by the Client (as defined below)
2. DEFINITIONS
2.1 Within these Terms and Conditions the following expressions shall have the following meanings:
2.1.1 'The Client'shall mean the person firm or company who has requested the Supplier to provide Services or with whom the Supplier contracts for the provision of Services.
2.1.2 'The Goods'shall mean the apparatus, materials or equipment (including any part thereof, any installment of the Goods or any parts for them), which the Supplier agrees to supply to or to the order of the Client.
2.1.3 'Group'shall mean in respect of either the Client or the Supplier, that party's group composed of that party, its holding company (if any), and all subsidiary companies of that party and of that party's holding company (if any).
2.1.4 'Commissioning Works'shall mean the Suppliers commissioning engineer setting the Goods to work.
2.1.5 'CDPA'means the Copyright Designs and Patents Act 1988 as the same may be amended, extended or re-enacted from time to time.
2.1.6 'Incoterms'shall mean the international rules for the interpretation of trade terms of the International Chamber of Commerce, 2000 edition (ICC publication no. 560).
2.1.7 'Intellectual Property Rights'shall mean patents, registered and unregistered designs, copyright, trade marks, database rights and all other intellectual property protection wherever in the world enforceable.
2.1.8 'Know-how'shall mean all inventions, discoveries, improvements and processes (whether patentable or non-patentable), copyright works (including without limitation computer programs), designs (whether or not registered or registrable) and all other technical information of whatever nature.
2.1.9 'The Contractor'shall mean Tailored Fire and Security Group Ltd.
2.1.10 'Services'shall mean the services which the Supplier agrees to supply to or to the order of the Client.
2.1.11 'Terms'shall mean these Terms and Conditions of Sale and Supply.
3. LIABILITY
3.1 All workmanship executed by the Contractor is in accordance with the relevant British Standard, the Particular Specification, the General Specification, the Drawings or any other relevant Contractual Instrument.
3.2 All materials and equipment obtained, supplied and fixed by the Contractor are in accordance with the documents noted in 3.1 above and fixed in accordance with the Manufacturer's instructions. All warranties attaching to the materials will be passed onto the Client following the successful commissioning works and operation of the products and handover of the project to the Client. The Client is then responsible for the maintenance as required of the products in accordance with the Manufacturer's Instructions.
3.3 The Contractor's liability in respect of the products referred to in 3.2 above is then limited to the level of guarantee passed onto the Client.
3.4 It is a condition precedent that all invoices for the works have been paid (apart from any retention entitled to be held under the terms of the Contract) failing which the commissioning works will not be carried out.
3.5 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
3.6 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Client are not affected by these Terms.
3.7 Except in respect of death or personal injury caused by the Contractor's negligence, or liability for defective products under the Consumer Protection Act 1987, the Contractor shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for loss of profit, loss of opportunity, loss of contract or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Contractor's employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services (including any delay in supplying or any failure to supply the Goods and/or Services in accordance with the contract or at all) or their use or resale by the Client, and the entire liability of the Contractor under or in connection with the contract for the supply of the Goods/Services (whether in contract, tort or otherwise) shall not exceed the price of the Goods and Services the subject of the contract, except as expressly provided in these Terms. The maximum liability of the Contractor for damage to property arising directly from the Contractor's employees, agents or sub-contractors in relation to the contract for the supply of the Goods and/or Services shall be £1,000,000.00, where the other provisions of this clause 3.7do not, or are held not to apply to limit such liability.
3.8 The Contractor shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing ,or any failure to perform any of the Contractor's obligations in relation to the Goods and/or Services, if the failure was due to any cause beyond the Contractor's reasonable control or the Client's failure to supply material, information, or any other necessary instructions, or other fault of the Client. Without limiting the foregoing, the following shall be regarded as causes beyond the Contractor's reasonable control:-
3.8.1 Act of God, explosion, flood, tempest, fire or accident;
3.8.2 War or threat of war, act of terrorism, sabotage, insurrection, civil disturbance or requisition;
3.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
3.8.4 import or export regulations or embargoes;
3.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Contractor or a third party)
3.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
3.8.7 power failure or breakdown in machinery;
3.8.8 exhaustion of stock.
3.9 Nothing in these Terms shall be taken to exclude or limit or purports to exclude or limit any liability of the Contractor for death or personal injury caused by the Contractor's negligence or for fraudulent misrepresentation of the Contractor.
4. PAYMENT
4.1 Unless otherwise stated in writing by the Contractor, the Client shall pay for any Goods or Services supplied within thirty days from the date of invoice therefor. Payment of the Contractor's charges shall be made less any retention covered by the Contract but without any other deduction or set off whatsoever. Materials stored off site will be included in such Invoice provided that the ownership thereof has been vested in the Client.
4.2 Any quoted discount shall not be applicable unless payment is made in strict accordance with these Terms.
4.3 Should prompt payment not be made the Contractor reserves the right (without prejudice to any other rights and remedies it may have) to charge the Client interest (both before and after any judgement) on all overdue monies at two per cent per annum over the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). The Contractor reserves the right to charge the Client for any costs in obtaining payment of monies overdue, which may include but are not limited to professional fees, solicitors fees, court costs, employment of a collection agency, bailiffs etc. Interest shall also apply in accordance with the foregoing to the cost to the Contractor of collection of the monies due.
5. SUSPENSION OR CANCELLATION OF DELIVERY
5.1 The Contractor reserves the right to suspend delay or cancel the delivery of some or all the Goods/Services or require advance payment for them if the Client is or reasonably appears unable to pay its debts and in those circumstances the Contractor shall also retain any other rights it has against the Client. The Contractor shall further be entitled to withdraw his workforce and the Client will pay to the Contractor the cost of redeployment of his labour as an extra to the original Contract. Such withdrawal of labour shall not vitiate the Contract.
5.2 The Contractor shall be entitled to postpone any commissioning activities until full payment for the relevant elements of the installation has been paid for in accordance with the terms of the Contract.
5.3 The Contractor shall be entitled to postpone the issue of any certification, manuals, drawings or the like until full payment has been received by the Contractor, in accordance with the terms of the Contract.
5.4 Cancellation of any contract by the Client shall be permitted by express agreement of the Contractor provided that the Contractor is reimbursed for all expenses incurred any equipment purchased shall become the property of the Client when paid for.
5.5 Should the Client as a result of actions set out in Clauses 5.1 to 5.4 incur penalties or damages through any subsequent third party arrangements or agreements, the Contractor shall not be held responsible or liable nor shall the Contractor accept any charges resulting from any such penalties or damages.
6. FITNESS FOR PURPOSE
6.1 Except where he has Contracted for the design of any installation, the Contractor will not accept responsibility for the specified products and will advise the Client should he consider that any equipment specified is not so suitable, however it is the responsibility of the Client to issue instructions to the Contractor in this regard.
7. DESIGN
7.1 Any design undertaken by the Contractor is based upon a brief contained in the tender documentation, or other information and details provided by the Client who then is responsible for the accuracy thereof. Any redesign necessary due to inaccurate information will be chargeable to the Client and will become an extra to the Contract.
8. INSTALLATION
8.1 The programme for the Contractor to install the system(s) is stated in the quotation.
8.2 Any additional works required by the Client must be the subject of a written instruction to the Contractor and shall be paid as an extra to the Contract. The programme implications shall also be stated on the instruction having been previously agreed with the Contractor.
8.3 In the event that the Client fails to instruct the Contractor in accordance with clause 8.2 above then the Contractor shall incur no responsibility for penalties or damages howsoever arising in consequence of such additional works either not being undertaken or their not being undertaken at any particular time.
8.4 The Client shall be responsible for providing the Contractor with unimpeded access to any premises where the Goods/Services are to be delivered or provided with all services available to the Contractor to enable him to discharge his responsibilities effectively and in accordance with the programme or any amendments thereto in accordance with clause 8.2 above.
8.5 The Contractor's quotation for any installation is prepared upon the basis of the following requirements namely that:
8.5.1 electrical power and lighting as required for the works to be undertaken by the Contractor will be provided free of charge;
8.5.2 scaffolding as necessary will be provided for the Contractor free of charge;
8.5.3 use of welfare and storage facilities will be provided free of charge;
8.5.4 builders work in connection with the installation will be provided free of charge including the costs of making good;
8.5.5 containment equipment such as cable trays trunking channels and the like will be provided free of charge for wiring, cables and equipment;
8.6 In the event that the Client fails to issue to the Contractor a Practical Completion Certificate when any installation works are completed then the date of practical completion shall be deemed to be the date of setting to work the Goods supplied.
8.7 The Client shall witness that any installation by the Contractor works correctly and in accordance with the Client
9. COMMISSIONING
9.1 The Contractor will Commission the installation on completion of each section or element and will thence deliver to the Client the appropriate documentation which the Client will sign to signify approval.
9.2 The Contractor will normally carry out commissioning works during the standard working day, being 7.5 hours on weekdays between 0800 hours and 17.30 hours Monday to Friday inclusive.
9.3 In the event that the Client requires Commissioning works outside normal working hours he must issue to the Contractor an instruction that Commissioning works are required to take place outside the hours stipulated in clause 9.2 above. In this event additional costs will be incurred by the Client and the Contractor will advise the Client of these costs.
10. HEADINGS
10.1 The headings in these Terms are for guidance only and shall not be used in any way in the interpretation of their meanings.
11. PROPER LAW
11.1 These Terms and any contract of which they form part shall be governed and construed in accordance with English Law and the Client and the Contractor submit to the non exclusive jurisdiction of the English Courts.
12. SEVERABILITY
12.1 If any provision of the contract between the Contractor and the Client is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.
13. THIRD PARTY RIGHTS
13.1 No party who is not a party to the contract between the Contractor and the Client shall be entitled by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms/the contract.

Terms & Conditions Of Purchase

1. Interpretation
1.1 In these terms and conditions the following expressions shall have the meanings shown: "Conditions" the terms and conditions of purchase set out herein and overleaf "Contract" the Order, Conditions, any documents which are attached or referred to in the Order and any relevant quality programme of the Supplier, which shall supersede any previous agreement between the Company and the Supplier in relation to the matters dealt with in the Contract"Documents"plans, photographs, documents, models, patterns, samples, specifications, data, technical information or any other document relating to the Goods, whether written or oral or three-dimensional "Order" this order including all related Documents
2. Basis of Purchase
2.1 The Order constitutes an offer by Tailored Fire & Security (the "Company") to purchase the materials, articles and equipment as specified overleaf (the "Goods") from the person, firm or company to whom the Order is addressed (the "Supplier") subject to the terms of the Contract.
2.2 The Conditions shall govern, and be incorporated in, every contract or other course of dealings made or undertaken by the Company with the Supplier to the exclusion of any other express or implied terms and conditions on which any quotation has been given to the Company or subject to which the Order is accepted or purported to be accepted by the Supplier, and any similar provision in the Supplier's terms and conditions shall be of no effect.
2.3 Subject to condition 3.2, and unless specified otherwise in the Conditions, the Contract may only be modified in writing signed on behalf of the Company by an authorised person and no other action on the part of the Company, whether by accepting the Goods or otherwise, shall be a variation of the Contract.
3. Ordering Procedure and Orders
3.1 Any forecast of the Company's likely requirements, dates or frequency of delivery of Goods ("Forecasts") shall not be binding.
3.2 The quality and quantity of, and Documents relating to the Goods and the date and place of delivery may be altered by the Company from time to time by written notice to the Supplier. If the Company so requests, the Supplier shall provide a reasonable sample of the Goods to the Company.
3.3 No Order shall be binding on the Company unless and until it has been accepted by the Supplier and bears the Company's order reference number. This Order shall be automatically withdrawn if the Supplier has not accepted it within 30 days of the date as stated overleaf.
3.4 The Supplier shall immediately inform the Company if the Supplier knows or believes that (i) any Goods for which the Company has placed a Forecast are, or are likely to be out of stock or it will not be, or is unlikely to be, able to deliver all or any of the Goods by the date required; or (ii) it will not be, or is unlikely to be, able to deliver all or any of the Goods by the date required on the Order and the Company shall be entitled to cancel any Order placed without liability and without prejudice to any other right or remedy.
3.5 The Supplier shall quote the Company's order reference number on all despatch or consignment notes, advice notes, invoices and any other documentation related to the Contract.
4. Deliveries
4.1 All Goods shall be delivered Carriage and Insurance Paid (in accordance with Incoterms 2000) to the address specified overleaf or otherwise notified to the Company ("Delivery Address")
4.2 The Goods ordered by the Company shall be at the Supplier's risk until the Goods are received and signed for by the Company at the Delivery Address and until then the Supplier shall insure the Goods to their full replacement value.
4.3 Delivery shall be made by the Supplier at the dates and times as specified overleaf or as otherwise agreed.
4.4 The title and risk in the Goods shall pass to the Company on receipt of the Goods at the Delivery Address, except where payment for the Goods has been made prior to delivery, in which case title shall pass to the Company when payment is made and the Goods are appropriated to the Contract.
4.5 Time shall be of the essence in respect of the obligations of the Supplier.
4.6 The Supplier shall ensure that all Goods delivered are accompanied by a despatch or consignment note and a packing note clearly quoting the Order reference number and that a duplicate is sent to the address as specified overleaf at the time the Goods are dispatched. Any indication by the Company on delivery that a consignment accords with the consignment note shall not be taken as indicating that the Company has accepted the Goods.
4.7 If the Goods are to be delivered by installments, the Contract will be treated as a single contract and not severable.
4.8 The Company shall be entitled to reject any Goods delivered which are not in accordance with the Contract within 30 days of the date of any defect coming to the attention of the Company.
4.9 The Company shall not be obliged to return any packaging, crates or packing materials to the Supplier.
4.10 If any Goods are rejected or are in excess of the quantities ordered the Supplier shall forthwith collect them from the Delivery Address at its own expense and risk in such Goods shall pass to the Supplier when they are tendered for collection by the Company. If the Supplier fails to collect Goods in accordance with this condition, the Company may charge the Supplier all reasonable storage and transport costs of the Goods.
4.11 The Defects Liability Period as specified overleaf (the "Defects Liability Period") shall commence on the commencement of the Company's defects and liability period as set out in the relevant Main Contract (as defined in condition 5.4) (or, if there is no Main Contract or the commencement of the Company's defects and liability period is not specified in the Main Contract, on such other date as the Company shall specify). The Company may at any time prior to the expiry of the Defects Liability Period request the Supplier to replace any defective Goods as soon as reasonably practicable. No adjustment shall be made to the Price in respect of such adjustment.
4.12 No storage charges or other charges shall be charged by the Supplier if delivery is delayed by the Company for reasons that are reasonably beyond its control.
4.13 All delivery operatives are to wear adequate and suitable PPE whilst carrying out their duties on all Tailored Fire & Security sites. A minimum standard of Personal Protective Equipment (PPE) shall consist of: 1) Safety Helmet conforming to BS5240 or BS EN397 2) Safety Footwear conforming to BS1870 Pt1 or BS EN345 3) High Visibility Waistcoat conforming to BS EN471 Class 2 All PPE must comply with Personal Protective Equipment (EC Directive) Regulations 1992. Failure to comply will result in no admission onto site.
5. The Goods
5.1 The Supplier shall ensure that the Goods and any design which forms part of them shall: i. be fit for the purpose for which they are expressly and impliedly supplied and commonly used during the design life as specified overleaf ii. comply with all aspects of the Contract and the Main Contract, including without limitation as to the description, specification, quality, quantity and condition iii. correspond with any sample provided iv. be of satisfactory quality and the best of their kind v. at all times conform with all relevant legal requirements, any relevant British Standards and codes of practice vi. be fully compatible with any goods, material and equipment to which the Company proposes to adjoin, affix or otherwise use with the Goods vii. be to the reasonable satisfaction of the Company and/or any person appointed in connection with the Main Contract
5.2 The Supplier shall (a) advise the Company if any Goods require the Company to take any special step or make any special provision in order to comply with any statutory requirements and (b) provide the Company with information concerning any dangerous property associated with the Goods likely to be encountered as a result of the use for which it is being supplied, including an assessment of its risk including the manufacturer's recommended application and symptoms associated with effects of over-exposure, together with the controls and safety procedures that are required for its use and hazard data sheets and all such information shall be provided at regular intervals and in any event when reasonably required by the Company.
5.3 Without prejudice to any other right or remedy, if Goods are not supplied in accordance with the Contract then the Company shall be entitled to require the Supplier to supply replacement Goods in accordance with the Contract as soon as practicable and in any event within 5 days.
5.4 The Supplier will indemnify and keep indemnified the Company on demand against all claims, loss, costs, damage and expenses which it incurs or which are brought against the Company directly or indirectly as a result of or arising in connection with (a) the Goods not being delivered in accordance with and/or not being or performing in accordance with the Contract including but not limited to any sums paid under any contract under which the Company is engaged to execute or procure plant and/or works and/or any specifications, conditions of contract and documents of a similar nature prepared for any such plant and/or works ("Main Contract") which Main Contract may be inspected on reasonable notice at the address as specified overleaf subject to the Company's right to withhold details of prices or any other confidential information (b) loss of or damage to the Information (as defined in condition 10) which is at any time in the Supplier's possession or control (c) any claim that the Goods or their importation, use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person (d) any liability under the Consumer Protection Act 1987 in respect of the Goods ( except to the extent caused by the Company's negligence) (e) any claim arising from injury to any person or damage to property arising from the use of the Goods or the fulfillment of the Contract or sustained by the Supplier (except to the extent caused by the Company's negligence) (f) the removal of Goods and reinstallation of non-defective Goods should a defect in the Goods not be discovered until the Goods have been incorporated into other goods or works or until the Goods fail to perform
5.5 If so required by the Company the Supplier shall provide a Guarantee Bond in such form as the Company may reasonably require from a first class Bank or Insurance Company to warrant that the Goods shall comply with the Conditions. The Bond shall provide sufficient funds to allow the Company to obtain the Goods from an alternative Supplier at no additional cost to the Company if they do not so comply.
6. Price
6.1 The price of Goods shall be as stated overleaf (the "Price") and, unless otherwise stated shall be (i) exclusive of any applicable VAT (which shall be payable by the Company subject to receipt of a VAT invoice) and inclusive of all charges for crates, packaging, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, taxes or levies other than Value Added Tax.
6.2 The Company shall be entitled to the benefit of any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.
7. Payment
7.1 The Supplier may invoice the Company with the Price on or at any time after delivery of the Goods in accordance with the Contract. Each invoice shall quote the order reference number and be accompanied by a detailed statement of the Goods to which the invoice relates and the dates delivered.
7.2 The Company shall pay the Price within the time as stated overleaf.
7.3 Subject to the receipt of a VAT invoice payment for the goods will become due 50 days after the end of the month in which delivery takes place or in accordance with other agreed terms between the Company and the Supplier. The Supplier shall quote the purchase order number on all invoices and shall send a statement to the Company at the end of the month following delivery.
8. Termination
8.1 The Company shall be entitled to cancel the Contract with immediate effect at its convenience without fault on the part of the Supplier in respect of all or part of the Order at any time. If the Company exercises this right of termination, the Company's sole liability shall be to pay the Supplier the reasonable direct costs incurred in connection with the cancellation of the order and the Company shall not be liable to the Supplier for any loss of profit, business, contracts or revenues whether directly or indirectly arising from such termination.
8.2 The Company shall be entitled to terminate all or part of the Contract with immediate effect by written notice if (a) the Supplier becomes unable to pay its debts within the meaning of sections 123 or 268 of the Insolvency Act 1986 (as amended or re-enacted) passes a resolution for winding-up or has a petition for a winding-up or administration order presented in relation to it, or has a receiver, liquidator or administrator appointed over all or any part of its property or makes a proposal for a voluntary arrangement with its creditors or if any event analogous to any listed in this condition 8.2(a) or if the Company reasonably apprehends that any of the events listed in this condition 8.2(a) or similar thereto is about to occur in relation to the Supplier or (b) if the Supplier commits a material breach of the Contract or any other contract between the Company and the Supplier and in the case of a breach which is capable of remedy, fails to remedy the same within 30 days of a request to do so by the Company (c) if the requirements of the Main Contract are varied or reduced or if the Main Contract is terminated. If the Contract is terminated pursuant to condition 8.2, the Company shall not be liable to the Supplier for any costs or damages as a result of such termination and if part only of the Contract is terminated there shall be a pro rata reduction in the Price.
9. Progress, Inspection and Testing
9.1 The representative(s) of the Company shall at all reasonable times be granted access to the premises of the Supplier for the purpose of determining progress in the execution of the Order, inspecting the Goods at all stages of manufacturing and packaging, and (where possible) witnessing or carrying out tests. Such representative shall have no authority to accept Goods and any inspection shall not be an acceptance of the Goods. The exercise by the Company of its rights hereunder shall not absolve the Supplier from its obligations under the Contract.
9.2 At regular intervals during the design and manufacturing process the Supplier shall provide to the Company a detailed progress report giving details of the progress to date and likely completion of the Contract together with any further details reasonably requested by the Company in connection with the supply of the Goods.
10. Date reliance warranty
10.1 The Supplier hereby warrants that where any of the Goods include time and/or date processing or reliant components or software, such components and/or software will process times and/or dates accurately and efficiently so that that neither the performance nor the functionality of the Goods is affected by such reliance and so that no value or expression of any date will cause any interruption in the operation of such Goods.
10.2 To the extent that the Supplier fails, in any respect, to comply with the warranty given in condition 10.1, the Supplier shall indemnify and hold the Company harmless against any loss, damage or expense sustained or incurred, directly or indirectly, by the Company as a result of such failure.
11. Ownership of Property
11.1 During the term of the Contract and after termination, except as required by law or by any relevant national or supranational regulatory authority, or to the extent that information has come into the public domain through no fault of the Supplier, the Supplier shall treat as strictly confidential all information and intellectual property rights provided to it by the Company (the "Information"). The Company (i) will not use nor permit the use of the Information for the production, manufacture or design of any goods or materials other than the Goods ordered from time to time by the Company (ii) will refer to the Company enquiries for goods or parts thereof intended to be replacements for the Goods; (iii) it will at the request of the Company at any time immediately deliver to the Company all or any of the Information and all copies thereof.
11.2 All Information created, prepared or provided by the Supplier for the purposes of or in connection with the Contract shall, at the option of the Company (which it may exercise at any time in its absolute discretion), be assigned to the Company absolutely by the Supplier, with full title guarantee at such reasonable cost as the Company may specify.
12. General
12.1 Any notice given under the Contract Conditions shall be in writing addressed to the other party at its registered office, principal place of business or other address as may be notified.
12.2 No waiver by the Company of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach or any other provision.
12.3 The Supplier shall not assign, hold on trust or sub-contract any part of the Contract.
12.4 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract shall not be affected.
12.5 If any dispute between the Company and the Supplier cannot be resolved amicably, at the Company's option, the matter may be referred to an appropriate professional body for adjudication in accordance with version 1.3 of the TeCSA rules for adjudication as such rules may be amended from time to time. If any dispute arises under the Contract concerning the same or substantially the same facts and matters as any dispute between the Company and any other person which has been referred to adjudication pursuant to Section 108 of the Housing Grants Construction and Regeneration Act 1996, the Company and the Sub Contractor agree that such dispute may be dealt with in the same adjudication proceedings.
12.6 Neither party shall be liable to the other for any default under the Contract caused by war, fire, flood, riot, drought, governmental action or act of God ("Force Majeure Event") provided that the Supplier shall immediately inform the Company of the existence of any Force Majeure Event and the Company shall be entitled to cancel the Order (or any part of it) without liability and without prejudice to its other rights and obligations where the Force Majeure Event subsists for a period of 10 days or more.
12.7 The Supplier shall not without the prior written permission of the Company advertise or announce that it supplies Goods to the Company and shall discontinue any advertisement or announcement on demand.
12.8 The Supplier will at all times insure and keep itself insured with a reputable insurance company in respect of all liability which it may incur to the Company under the Contract and in respect of the Goods and shall produce on request by the Company the policy of such insurance and the premium receipts.
12.9 The Contract shall be governed by and construed in accordance with the laws of England and, subject to the provisions of condition 12.5, the parties submit to the exclusive jurisdiction of the English courts.
12.10 Unless expressly provided, no express term of the Contract or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.11 If there is any conflict between the provisions of the documents comprising the Contract, the following shall prevail in descending order of priority
(i) any written contract negotiated and agreed between the parties
(ii) the Order form overleaf
(iii) the Documents
(iv) the Conditions.
12.12 All rights and obligations of the parties shall cease to have effect on termination of the Contract except where otherwise stated and provided that termination shall not affect any accrued rights, remedies and obligations of the parties at the date of termination.