Terms & Conditions

1. These terms:
   1.1 These are the terms and conditions on which we supply products to our consumer customers (i.e. not businesses).
   1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. Information about us and how to contact us:
   2.1 We are Atkinson Equipment Limited a company registered in England and Wales. Our company registration number is 01050233 and our registered office is at Moat Works, Moat Road, West Wilts Trading Estate, Westbury, Wiltshire BA13 4JF.
   2.2 You can contact us by telephoning our customer service team at 01373 822220 by writing to us at sales@atkinsonequipment.com or completing the “Contact us” form on our website.
   2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or enquiry.
   2.4 When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you:
   3.1 Our acceptance of your order will take place when we email you to accept it or confirm your order via telephone, at which point a contract will come into existence between you and us.
   3.2 If we are unable to accept your order, we will inform you of this and will not charge you for the products. This might be because the products are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the products or because we are unable to meet a delivery deadline you have specified.
   3.3 We will assign your order with a number. It will help us if you can quote your order number whenever you contact us about your order.

4. Our products
   4.1 The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours, weights and sizes accurately, we cannot guarantee that a device’s display accurately reflects the products. Your products may vary slightly from those images.
   4.2 The packaging of the products may vary from the images displayed on our website.
   4.3 If you are ordering a bespoke products, where you submit measurements, you are responsible for ensuring that these measurements are correct.

5. Your rights to make changes
   If you wish to make a change to the products you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the products, the timing of supply or anything else resulting from your requested change and ask you to confirm whether you wish to go ahead with the order as changed. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 9).

6. The right to make changes to the products
   We or the manufacturer may change the products to reflect changes in relevant laws and regulatory requirements or implement minor technical adjustments and improvements.

7. Price and payment
   7.1 The price of the products (which includes VAT) will be the price indicated to you when you place your order. We take all reasonable care to ensure that the price of the products advised to you is correct. However please see clause 7.3 for what happens if we discover an error in the price of the products you order.
   7.2 If the rate of VAT changes between your order date and the date we supply the products, we will adjust the rate of VAT that you pay, unless you have already paid for the products in full before the change in the rate of VAT takes effect.
   7.3 It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than the price stated at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.
   7.4 You can pay for the products ordered from us by debit or credit card. You must pay for products as part of the order process , before we dispatch the products to you.
   7.5 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
   7.6 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

8. Providing the products
   8.1 The costs of delivery will be provided to you as part of the order process.
   8.2 During the order process we will let you know when we will provide the products to you. We will deliver the products to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
   8.3 If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
   8.4 If you have asked to collect the products from our premises, we will advise you of a collection time slot.
   8.5 If no one is available at your address to take delivery and the Goods cannot be posted through your letterbox, we or our third party couriers will either:
   (a) leave a note or send an email informing you how to rearrange delivery or collection the Goods from a delivery depot;
   (b) deliver the Goods to a neighbour; or
   (c) deliver the Goods to an alternative address which you have provided.
   8.6 If you do not collect the Goods from us as arranged or, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 11.2 will apply.
   8.7 The products will be your responsibility from the time we deliver the products to the address you provided to us or you collect the products from us.
   8.8 You own the products once we have received payment in full.
   8.9 We may need certain information from you so that we can supply the products to you, for example, your full name, address and a telephone number. We will collect this information as part of the ordering process. If you do not give us this information when requested, or if you give us incomplete or incorrect information, we may either end the contract (and clause 11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

9. International delivery
   9.1 We do offer international delivery. Please contact us in accordance with paragraph 1.2 for a shipping quote.
   9.2 The products ordered from our website only comply with UK laws, regulations or standards, unless stated otherwise on our website. It is your responsibility to check the products you order comply with any relevant country specific standards.
   9.3 If you order products from our website for international delivery, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
   9.4 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
   9.5 You must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable or responsible if you break any such law.

10. Your rights to end the contract
    10.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
    (a) If the products you have bought are faulty or misdescribed you may have a legal right to end the contract (or to get the products repaired (where we have manufactured the products) or replaced or to get some or all of your money back) 3;
    (b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 10.2; or
    (c) If you have just changed your mind about the products, see clause 10. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any products.
    10.2 If you are ending a contract for a reason set out at (a) to (d) below, the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
    (a) we have told you about an upcoming change to the products or these terms which you do not agree to;
    (b) we have told you about an error in the price or description of the products you have ordered and you do not wish to proceed;
    (c) there is a risk that supply of the products may be significantly delayed because of events outside our control; or
    (d) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 7.8).
    10.3 How long you have to exercise the right to change your mind (Consumer Contracts Regulations 2013) depends on how the products were delivered.
    (a) For products purchased online or off-premises you have a legal right to change your mind within 14 days and receive a refund. Where you exercise this right you are responsible for the costs for returning the products to us; and
    (b) Where the products are into several deliveries over different days, you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the products.
    10.4 You do not have a right to change your mind in respect of:
    (a) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
    (b) any products which become mixed inseparably with other items after their delivery; and
    (c) products which we have manufactured in accordance with your bespoke specification and measurements.
    10.5 Even if we are not at fault and you do not have a right to change your mind (see clause 10.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for products is completed when the products are delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided, but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

11. How to end the contract with us (including if you have changed your mind)
    11.1 To end the contract with us, please call us on 01373 822220, by writing to us at sales@atkinsonequipment.com or complete the “Contact us” form on our website.
    11.2 If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must post the Products back to us or (if they are not suitable for posting) allow us to collect them from you. Please call customer services for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the products within 14 days of telling us you wish to end the contract.
    11.3 We will pay the costs of return:
    (a) if the products are faulty or misdescribed; or
    (b) if you are ending the contract because we have told you of an upcoming change to the products or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
    In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
    11.4 If you are responsible for the costs of return and we are collecting or a third party courier is collecting the products from you, we will charge you the direct cost to us of collection.
    11.5 We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
    11.6 If you are exercising your right to change your mind:
    (a) we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your handling or use of them in such a way which would not be permitted in a shop (i.e. the Goods have been used and are not in a saleable condition to another customer). If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount at determined by us; and
    (b) the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Goods within 3-5 days at one cost but you choose to have the Goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
    11.7 We will pay any refunds due to you as soon as possible. If you are exercising your right to change your mind your refund will be made within 28 days from the day on which we receive the returned products.

12. Our rights to end the contract
    12.1 We may end the contract for a products at any time by writing to you if:
    (a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
    (b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
    (c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
    (d) we decide to stop providing the products after your order has been accepted.
    12.2 If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

13. If there is a problem with the product
    13.1 If you have any questions or complaints about the products, please contact us using the details provided in clause 11.1.
    13.2 If you wish to exercise your legal rights to reject products you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you in accordance with clause 11.2 to clause 11.5.
14. Our responsibility for loss or damage suffered by you
    14.1 If we fail to comply with these terms, we are only responsible for loss or damage you suffer that is foreseeable as a result of our breaking this contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both of us knew it might happen, for example, if you discussed it with us during the sales process. To confirm, we are not responsible for any loss or damage that is not foreseeable.
    14.2 This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products including the right to receive products which are: as described and match information we provided to you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987

15. How we may use your personal information
    We will only use your personal information as set out in our Privacy Policy.

16. Other important terms
    16.1 We may transfer our rights and obligations under these terms to another organisation.
    16.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    16.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    16.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    16.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
    16.6 These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

Terms & Conditions for the Supply of Goods

1. Interpretation
   1.1 Definitions
   In these Conditions, the following definitions apply:

“Back End Defects” means surface defects caused during the manufacture of the material.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Bespoke Goods” means the goods manufactured by the Supplier in accordance with the Specification;

“Conditions” means the terms and conditions set out in this document, as amended from time to time in accordance with clause 11.3;

“Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions and the Order;

“Customer” means the person or firm who purchases the Goods from the Supplier;
“Delivery Location” means the location set out in the Order or such other location as the parties may agree from time to time;

“Force Majeure Event” means any event, circumstance or cause beyond a party’s reasonable control, including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; COVID-19; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
“Goods” means the goods, including the Bespoke Goods (or any part of them), set out in the Order;

“Order” means the Customer’s order for the Goods, as set out in the Customer’s written or verbal acceptance of the Supplier’s quotation;

“Specification” any specification for the Goods, including any related plans and drawings, that is provided by the Customer to the Supplier; and
“Supplier” means Atkinson Equipment Limited, a private company limited by shares and incorporated in England and Wales with company number 01050233.

• 1.2 Interpretation
• (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• (b) A reference to a party includes its personal representatives, successors and permitted assigns.
• (c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
• (d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• (e) A reference to writing or written includes fax and email.

2. Basis of Contract
   2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and the Specification (if applicable) are complete and accurate.
   2.3 The Order shall only be deemed accepted when the Supplier acknowledges acceptance of the Order either orally or in writing, at which point the Contract shall come into existence.
   2.4 The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
   2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
   2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 3days from its date of issue.

3. Goods
   3.1 The Goods are described in the Supplier’s website, catalogues, brochures or the Specification.
   3.2 To the extent that the Goods are to be manufactured by the Supplier in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination or expiry of the Contract.
   3.3 The Supplier reserves the right to amend the specification of the Goods or the Specification of the Bespoke Goods if required by any applicable statutory or regulatory requirements or in line with any manufacturer’s amendments.
   3.4 The Supplier may, at the request of the Customer, provide technical written or oral advice to the Customer regarding use of the Goods, provided that such advice is given at the Customer’s sole risk and the Supplier shall not be liable for any loss, damage or claim arising therefrom.

4. Delivery & Carriage
   4.1 The Supplier shall deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.
   4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence of the Contract.
   4.3 The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the cost of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   4.5 If the Goods were damaged prior to arrival at the Delivery Location, the Customer must notify the Supplier in writing within three Business Days of the delivery.
   4.6 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
   4.7 The Supplier may deliver the Goods in installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to reject them or cancel any other instalment.
   4.8 Where the Goods are intended for international delivery:
   (a) the Goods only comply with UK laws, regulations or standards, unless the Supplier states otherwise. It is the responsibility of the Customer to check the Goods comply with any relevant country specific standards;
   (b) the Goods may be subject to import duties and taxes which are applied when the delivery reaches that destination, the Supplier does not have control over these charges and cannot predict their amount;
   (c) the Customer will be responsible for payment of any such import duties and taxes and the Customer should contact their local customs office for further information before placing an Order;
   (d) the Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Supplier accepts not liability for the Customer breaking any such law.

Warranty & Claims
5.1 The Supplier warrants that on delivery, and for the period outlined in the manufactures warranty provided with the Goods or 12 months in respect of the Bespoke Goods manufactured by the Supplier, the Goods shall:
(a) conform with their description and any applicable Specification; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.4, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) subject to clause 5.3, the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 Prior to any return of the Goods, the Customer must obtain authorisation from the Supplier via email or telephone.
5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following circumstances:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following the drawing, design or specification supplier by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 For the avoidance of doubt, the following is not covered by the applicable warranty set out in clause 5.1, the natural characteristics of the materials used to manufacture the Goods (including but not limited to grain, colour variations, cracks, holes and flaws due to the manufacture of the material e.g. Back End Defects) will not be accepted as a defect.
5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.8 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title & Risk
   6.1 The risk in the Goods shall pass to the Customer upon completion of delivery.
   6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
   6.3 Until title to the Goods has passed to the Customer, the Customer shall:
   (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
   (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
   (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
   (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and
   (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
   6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
   (a) it does so as principal and not as the Supplier’s agent; and
   (b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
   6.5 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have:
   (a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
   (b) the Supplier may at any time:
   (i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
   (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9. Limitation of Liability

9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.3 Subject to clause 9.2:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence) for: loss of profit; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; and indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’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 in no circumstances exceed the price of the Goods ordered to which the claim relates.

10. Force majeure
    Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.

11. General
    11.1 Assignment and other dealings.
    (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    11.2 Entire agreement.
    (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.5 shall not affect the validity and enforceability of the rest of the Contract.
    11.6 Notices.
    (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause 11.6, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
    (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial
    courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
    (c) The provisions of this clause 11.6 shall not apply to the service of any proceedings or other documents in any legal action.
    11.7 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
    11.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.