Terms & Conditions

CONDITIONS OF SUPPLY

1. DEFINITIONS AND INTERPRETATION:

1.1 The following terms as used herein shall have the meaning as stated:

Company: Furniture Fusion Limited;

Conditions: these conditions of supply;

Confidential Information: any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential;

Contract: any contract between the Company and the Customer for the supply of any Goods and/or Services, incorporating these Conditions;

Customer: any person, firm, company or other organization who is the addressee of the Company’s quotation or acceptance of order issued by the Company and shall include any successor-in-title of the Customer and any company or entity arising (wholly or partly) by way of any merger, amalgamation, reorganization or acquisition of the Customer;

Delivery Point: the place where delivery of the Goods is to take place under clause 5;

Goods: an y goods or materials agreed in the Contract to be supplied by the Company to the Customer

(including any part or parts of them);

Input Material: any documents, files, plans, drawings, designs, content, text, images, logos, photographs or other materials (including fabrics), and any specification, instructions, data or other information provided by the Customer to the Company relating to the Goods and/or Services;

Intellectual Property Rights: any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered; Output Material: any documents, files, plans, drawings, designs, content, text, images, logos, photographs or other materials (including fabrics), and any specification, data or other information provided by the Company to the Customer relating to the Goods and/or Services;

Premises: the premises at which the delivery of any Goods and/or the performance of any Services shall take place;

Services: any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including any installation work to be undertaken in relation to the Goods, even where installation only involves assembling the Goods;

Supplies: The Goods and/or the Services, depending on the context.

1.2 A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.

1.3 Any reference to “parties” means the parties to the Contract and “party” shall be construed accordingly.

1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.

1.6 Words in the singular include the plural and, in the plural, include the singular.

2. APPLICATION OF CONDITIONS AND DESCRIPTION OF GOODS AND SERVICES:

2.1 All quotations are made and all orders are accepted by the Company subject only to these Conditions, which shall prevail notwithstanding any other terms and conditions which the Customer shall bring to the Company’s notice.

2.2 Any quotation is given on the basis that no Contract shall come into existence until the Company accepts the Customer’s order in accordance with the provisions of clause 2.3. The Company shall be under no obligation to accept any order. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.3 The placing of an order following any quotation or other indication of price and delivery shall not be binding on the Company unless and until accepted by the Company in writing.

2.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of order, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.5 The Company has no obligation to accept any variation to the Contract requested by the Customer and no such request shall be deemed to be accepted in the absence of the Company’s written agreement to the variation.

2.6 The Customer shall ensure that the terms of its order and any Input Material are complete and accurate.

2.7 Unless otherwise agreed in advance by the Company in writing, the Customer shall be solely responsible for determining the accuracy of any measurements which may be required to be furnished to the Company in relation to the provision of the Supplies.

2.8 All Input Material shall be submitted in such formats and shall meet such standards and timescales for submission as may be prescribed by the Company from time to time.

2.9 Where the Customer provides any fabric to the Company for use in the production of the Goods, the Customer acknowledges that:

(a) the Customer shall be solely responsible for providing the Company with a sufficient quantity of fabric required to produce the Goods and for ensuring that the fabric is suitable for the use for which it is intended;

(b) any excess amount of fabric provided by the Customer cannot be returned to the Customer;

(c) any fabric supplied by the Customer must meet British fire regulations and the Customer must provide a fire-retardant certificate for any fabric supplied before production may commence;

(d) the Company reserves the right to reject any fabric supplied by the Customer if the Company deems the fabric to be unsuitable for use in production; and

(e) the Company shall not be liable for any adverse change in the condition of certain sensitive fabrics during production, including silks, velvets and leathers.

2.10 The Customer warrants that no Input Material shall cause the Company to infringe any Intellectual Property Rights of any other person. The Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any Intellectual Property Rights of any other person resulting from the Company’s use of any Input Material.

2.11 The Customer warrants that no Input Material shall contravene any applicable safety or other statutory or regulatory requirement. The Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company as a result of any breach of this warranty.

2.12 The Company reserves the right to charge the Customer for any Output Material provided to the Customer.

2.13 Any surplus fittings or materials shall remain the property of the Company and shall be returned to it.

2.14 No order of the Customer which has been accepted by the Company pursuant to clause 2.3 may be cancelled, varied, altered or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation, variation, alteration or deferment as aforesaid. In any instance where the Company accepts any cancellation request, the Company reserves the right to impose a restocking charge in such an amount as may be reasonably determined by the Company. The provisions of this clause 2.14 are expressly subject to the provisions of clause 2.15 (c).

2.15 With respect to any order for bespoke goods:

(a) the Customer’s order must state whether the Goods will be required to fit into a specific space because slight differences in the dimensions of the finished Goods may occur due to the materials used within the build of the Goods

(b) where the Customer provides the Company with an image of the goods, the Customer acknowledges that the Company cannot ensure that the finished Goods will match the image provided unless the Customer provides the Company with a complete set of technical drawings and also that any drawings produced by the Company for signoff by the Customer will be separately chargeable and

(c) no order of the Customer for bespoke goods which has been accepted by the Company pursuant to clause 2.3 may be cancelled under any circumstances.

2.16 The quantity and description of the Goods and/or services shall be as set out in the Company’s acceptance of the Customer’s order issued in accordance with clause 2.3.

2.17 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions, images and illustrations contained in the Company’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.

2.18 The Company reserves the right without prior approval from or notice to the Customer to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or which, in the reasonable opinion of the Company, do not materially affect the specification of the Goods.

2.19 The Goods will conform to all current applicable safety or other statutory or regulatory requirements, but the Company shall have no liability to the Customer where any such requirements are subsequently superseded, replaced or amended.

3 OBLIGATIONS OF THE CUSTOMER:

3.1 The Customer shall:

(a) ensure that the Premises are free and clear of any obstacles or obstructions and be responsible for preparing and maintaining any relevant part of the Premises for the performance of the Services and for reinstating any such part of the Premises and undertaking any required making good and clean-up work once performance of the Services has been completed;

(b) ensure that conditions at the Premises are suitable for the performance of the Services and that any utilities and amenities required to perform the Services are continuously made available, are in good working order and are provided to the Company without charge;

(c) if requested to do so by the Company and without charge, provide facilities at the Premises for the off-loading and storage of the Goods and the Company’s tools, equipment and materials in a readily accessible and secure storage area protected from theft and damage and shall be solely responsible for the safekeeping of the Goods and the Company’s tools, equipment and materials whilst the same are stored at the Premises;

(d) take all steps to ensure the health and safety of the personnel of the Company whilst they are in attendance at the Premises in connection with the performance of the Services and be solely responsible for ensuring the safety of any and all persons who are or may be present at the Premises during the performance of the Services, including restricting access to those areas of the Premises where the Services are to be performed to those individuals engaged in performing the Services, or providing assistance to those so engaged;

(e) provide prompt and unobstructed access to and egress from the Premises;

(f) inform the Company of any unusual layout, composition or construction of the Premises or its parts and for reporting any unusual conditions at the Premises to the Company;

(g) be responsible for removing any of the Customer’s property or any other property from that part of the Premises where the performance of the Services is to take place where there is any risk that said property may be damaged during the performance of the Services;

(h) at all times during the performance of the Services ensure, insofar as it is reasonably practicable to do so, that other trades or operations are not undertaken on that part of the Premises where the performance of the Services is to take place, so as to ensure that the Services can be performed in one continuous, uninterrupted operation during the Company’s normal working hours;

(i) be responsible at its own cost (other than for statutory obligations placed solely on the Company) for obtaining all consents and permissions necessary for the performance of the Services in accordance with these Conditions and shall indemnify and keep indemnified the Company against any actions, proceedings, costs, charges, claims or demands arising out of or in connection with any breach of this clause 3.1 (i);

(j) provide the Company with all information, co-operation and support that may be required to enable the Company to carry out its obligations to the Customer; and

(k) effect and maintain appropriate insurance at the Premises on an all risks basis and in an adequate amount.

3.2 The Customer shall not, without the prior written consent of the Company, whether acting on the Customer’s own account, on behalf of, or with any other person (including any person which the Customer directs to act on its behalf), at any time from the date of first supply of the Services to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from the Company or employ (or attempt to employ) or otherwise engage or attempt to engage the services of any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.

3.3 Any consent given by the Company in accordance with clause 3.2 shall be subject to the Customer paying to the Company a sum equivalent to 15 % of the then current annual remuneration of the Company’s employee, consultant or subcontractor.

4. PRICE:

4.1 Prices for the Supplies, howsoever given, are based on conditions ruling on the date of their giving and are subject to change. The effective price for the Supplies shall be the price confirmed by the Company in its acceptance of the Customer’s order.

4.2 If the cost to the Company of performing the Company’s obligations under the Contract shall be increased by reason of the making or amendment of any law or of any order, regulation, or by-law having the force of law that shall affect the performance of the Company’s obligations under the Contract, the amount of such increase shall be added to the Contract price.

4.3 The Company reserves the right, by giving notice to the Customer at any time before delivery of the Goods and/or performance of the Services, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, such as any foreign exchange fluctuation, currency regulation, alteration of duties, any increase in the costs of labour, materials, transportation or other costs of production, any change in delivery or performance dates, quantities or specifications for the Supplies (including additional installation works) which are requested by the Customer, any adverse conditions at the Premises, any failure of the Customer to comply with any of its obligations hereunder (including those set out in clause 3.1), any delay caused by any instructions of the Customer, or any failure of the Customer to give the Company adequate, accurate or complete information or instructions.

4.4 Unless otherwise stated, the price quoted will be exclusive of Value Added Tax which will be charged at the rate which is applicable at the date of dispatch of the Goods.

4.5 Unless otherwise agreed in writing between the Customer and the Company, all prices for the supply of Goods are given by the Company on an ex works basis and the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.

4.6 Any waiver or reduction of any price will only be applicable if agreed by the Company in writing.

5. DELIVERY AND PERFORMANCE:

5.1 Whilst the Company will use its reasonable endeavours to provide the Supplies in accordance with the Customer’s requirements, any delivery or performance dates given by the Company are only an estimate and the Company shall not be liable for any delay nor for any consequences of any delay in the provision of the Supplies howsoever or by whomsoever caused.

5.2 The Company may deliver the Goods by separate instalments and perform the Services in separate tranches. Each separate instalment or tranche shall be invoiced and paid for in accordance with the provisions of the Contract.

5.3 Each instalment or tranche shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment or tranche shall entitle the Customer to repudiate or cancel any other Contract or instalment or tranche.

5.4 Unless otherwise agreed in writing by the Company, the delivery of the Goods and the performance of the Services shall take place at the Customer’s place of business.

5.5 The Customer shall ensure that a representative of the Customer is present at the Premises to accept delivery of the Goods and to permit the Company to proceed with any installation works.

5.6 If so stipulated in the Company’s acceptance of order, the Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading and reloading the Goods.

5.7 If delivery involves difficult access to or at the Delivery Point and/or the Delivery Point is located at a substantial distance from any feasible vehicular access point, the Company reserves the right to levy an extra delivery charge.

5.8 The Goods will be delivered to a ground floor location at the Delivery Point. If the Goods are to be delivered to and/or installed on a floor or floors other than the ground floor, the Customer shall provide the Company with continuous and unimpeded access to and use of a suitably sized lift which has been reserved for the Company’s sole use. Additional charges will be payable by the Customer if the Customer fails to comply with any obligation in this clause 5.8, or if the Company is required to negotiate any steps or other obstacles in effecting delivery and/or installation of the Goods.

5.9 Any installation work undertaken by the Company shall not include any builders’ work, redecoration, making good, specialist drilling, chasing, containment, or the use of any specialised access equipment other than steps.

5.10 If for any reason the Customer fails to accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations, the Company will charge the Customer an abortive delivery charge and:

(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);

(b) the Goods shall be deemed to have been delivered; and

(c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance); or

(d) sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale the Goods), charge the Customer for any shortfall below the price of the Goods.

5.11 Without prejudice to the provisions of clause 5.10, upon request by the Customer the Company will, without charge, store the Goods for up to one calendar month following the completion of manufacture of the Customer’s order. The Company thereafter reserves the right to apply a discretionary charge for ongoing storage. This will be calculated at a rate of 2% of the Contract price per calendar month and pro-rata for any days or weeks within a monthly cycle, up to the delivery date of the Goods.

6. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS:

6.1 The Customer and the Company agree that in the course of the Company providing Goods and/or Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. The Customer shall not use any Confidential Information for any purpose other than to carry out the Customer’s obligations to the Company.

6.2 The Customer acknowledges the Company’s ownership of any and all Intellectual Property Rights in any Output Material and in any Goods and/or Services provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. The Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that any and all Intellectual Property Rights developed by the Company in performing any Services or providing any Goods shall become vested and shall vest in the Company absolutely and shall also be subject to the other provisions of this clause 6.2.

7. PAYMENT:

7.1 Unless otherwise agreed in writing by the Company, 50% of the Contract price shall be payable upon the Company’s acceptance of the Customer’s order and the balance of the Contract price shall be payable in advance of delivery of the Goods upon written notification to the Customer. The time of payment of the price shall be of the essence of the Contract.

7.2 All payments shall be made without any deduction, withholding or set-off.

7.3 Failure by the Customer to pay any invoice by its due date shall entitle the Company:

(a) at its option, to charge interest at the rate of five percent (5%) per annum above Lloyds Bank plc’s base lending rate from time to time calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);

(b) to charge the Customer with any costs incurred by the Company in the course of collecting outstanding monies due to the Company from the Customer;

(c) to suspend any warranty for the Supplies or any other goods or services supplied by the Company to the Customer, whether or not they have been paid for;

(d) to appropriate any payment made by the Customer to such of the Supplies as the Company may think fit;

(e) to set off any amount owed by the Company to the Customer against any amount owed by the Customer to the Company on any account whatsoever;

(f) to terminate the Contract, or suspend or cancel any future delivery of Goods and/or performance of Services; and

(g) to cancel any discount (if any) offered to the Customer.

7.4 The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8. FORCE MAJEURE:

The Company reserves the right to defer the date of provision of the Supplies, or to cancel the Contract or reduce the volume of the Supplies ordered by the Customer (without liability to the Customer) if it is prevented from, or delayed in, the carrying on of its business (wholly or in part) due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or the failure or demise of any source of supply.

9. WARRANTY:

9.1 The Company warrants that:

(a) the Goods will correspond in all material respects with any specification submitted by the Customer and shall, for a period of 12 months from their delivery date, be free from any defects in materials, workman ship and design; and

(b) if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in its acceptance of the Customer’s order that it will supply Goods suitable for that purpose, then the Goods shall be reasonably fit for the purpose so stated; and

9.2 The Company’s liability pursuant to clause 9.1 shall be limited:

(a) for Goods, to the replacement of any part of the Goods found to be defective and notified to the Company within the period set forth in clause 9.3; and

(b) for Services, to re-performing those Services found not to have been performed with reasonable skill and care and notified to the Company within the period set forth in clause 9.3.

9.3 The Company shall not be liable for a breach of any of the warranties in clause 9.1 unless the Customer gives written notice of any defect in the Goods or deficiency in the Services to the Company within 7 days from the date that the Customer discovered or ought to have discovered the defect or deficiency.

9.4 The Company shall not be liable for any breach of any warranty in clause 9.1, if:

(a) the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect;

(b) the Customer modifies, adjusts, alters or repairs the Goods without the prior written consent of the Company;

(c) the defect arises because the Customer failed to follow any oral or written instructions as to the use, storage, installation or maintenance of the Goods or (if there are none) good trade practice;

(d) the defect arises from any Input Material, or from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse of the Goods or from any other cause which is not due to the neglect or default of the Company;

(e) the full price for the Supplies has not been paid by the time for payment stipulated in clause 7.1; or

(f) the defect is of a type specifically excluded by the Company by notice in writing.

9.5 If upon investigation, the Company reasonably determines that any defect or deficiency in the Supplies is a result of, or is excused by, any of the matters referred to in clause 9.4, the Customer shall be liable for all costs reasonably incurred by the Company in investigating the same and determining the cause.

10. LIMITATION OF LIABILITY:

10.1 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 Customer in respect of:

(a) any breach of these Conditions;

(b) any use made or resale by the Customer 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.

10.2 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 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.

10.3 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

(d) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

(b) the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect, special or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. INDEMNITY:

11.1 The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities to the extent that any such liabilities arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.

12. RISK AND TITLE:

12.1 The Goods shall be at the sole risk of the Customer upon delivery to the Premises.

12.2 Title to the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to the Company in respect of:

(a) the Goods; and

(b) all other sums which are, or which become due to the Company from the Customer on any account.

12.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold such Goods on a fiduciary basis as the Company’s bailee;

(b) store such Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

(d) maintain such Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks.

12.4 The Customer may use or resell the Goods in the ordinary course of its business, provided that the Customer shall hold the entire proceeds of any resale of the Goods upon trust for the Company until the Goods have been paid for in full and shall keep all such trust monies in a separate bank account which shall not be overdrawn and in which such trust monies are not mingled with its own or any other monies. The Customer acknowledges and agrees that a sale by an administrator or liquidator as part of or in connection with the sale of its assets or part of its assets is not in the ordinary course of the Customer’s business.

12.5 If:

(a) the Customer is late in paying for the Goods; or

(b) the Customer is late in paying for any other goods or services supplied by the Company; or if

(d) without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Company may enter upon any premises of the Customer or such premises of any third party to which the Customer has access and where the Goods are stored in order to recover the Goods and any costs, charges and expenses incurred by the Company in so recovering the Goods (including legal fees) shall be payable by the Customer upon demand.

13. TERMINATION:

13.1 Notwithstanding anything else contained in these Conditions, the Contract may be terminated by the Company with immediate effect upon written notice to the Customer if:

(a) the Customer commits any breach of its obligations under the Contract and fails to remedy the same within 14 days of receipt of a written notice from the Company specifying the breach and requiring it to be remedied; or

(b) any payment due under the Contract is more than 7 days in arrears; or

(c) the Customer enters into insolvency proceedings or becomes bankrupt or makes a voluntary arrangement with its creditors or goes into liquidation or has a receiver or administrator appointed, or the Company has reasonable grounds to believe that any such event is likely to occur.

13.2 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of any Goods and/or Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and

(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

14. GENERAL:

14.1 No forbearance or indulgence granted by the Company to the Customer shall in any way limit the rights of the Company under these Conditions.

14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business.

14.3 Neither the Company nor the Customer intends 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.

14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.5 The Company shall be entitled at its discretion to perform any of the obligations assumed by it through subcontractors and to exercise any of its rights granted to it under the Contract through any other company or subsidiary.

14.6 The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.

14.7 Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application by either party to the President for the time being of the Law Society whose decision as to the type, qualifications and experience of such arbitrator shall be final and binding on the parties. The costs of the arbitrator shall be borne by the parties as he directs and his decision on the issue in dispute shall be final.

14.8 The Contract shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.