2024 Technical Catalogue

TERMS & CONDITIONS

TERMS & CONDITIONS

(c) (Being an individual) the Buyer is the subject of a bankruptcy petition or order; or (d) A creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (e) (Being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer; or (f) (Being a company) a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver; or (g) A person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer; or (h) Any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a)to clause 11.2(g) (inclusive); or (i) The Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business; or (j) The financial position of the Company deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy; or (k) (Being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 12. LIMITATION OF LIABILITY 12.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) Any breach of these conditions; (b) Any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and (c) Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract. 12.2 All warranties, conditions and other terms

implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 12.3 Nothing in these conditions excludes or limits the liability of the Company: (a) For death or personal injury caused by the Company's negligence; or (b) Under section 2(3), Consumer Protection Act 1987; or (c) For any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or (d) For fraud or fraudulent misrepresentation. 12.4 Subject to condition 12.3: (a) The Company shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and (b) The Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Contract price. 13. ASSIGNMENT 13.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 13.2 The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company. 14. FORCE MAJEURE 14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions,

collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. 14.2 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Company) if it is prevented from or delayed in the carrying on of its business due to a Force Majeure Event, provided that, if the event in question continues for a continuous period in excess of 60 days, either party shall be entitled to give notice in writing to the other to terminate the Contract. 15. GENERAL 15.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. 15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. 15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. 16. COMMUNICATIONS 16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or e-mail: (a) In case of communications to the Company to its

registered office or such changed address (or e-mail address) as shall be notified to the Buyer by the Company; or (b) In the case of the communications to the Buyer to the registered office of the addressee if it is a company or to any address of the Buyer set out in any document which forms part of the Contract or such other address (or e-mail address) as shall be notified to the Company by the Buyer. 16.2 Communications shall be deemed to have been received: (a) If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or (b) If delivered by hand, on the day of delivery; or (c) If sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. (d) If sent by e-mail, on the date of sending (where no notice of delay by the e-mail server is received). 16.3 Communications addressed to the Company shall be marked for the attention of a Director of the Company.

t: +44 (0)1235 512500 | e: sales@actionsealtite.com

www.actionsealtite.com | i @Action Sealtite Ltd