8. RETENTION OF TITLE AND RISK
8.1 The risk in the goods shall pass to the Buyer on delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the goods, title in the goods (including full legal and beneficial ownership) shall not pass to the Buyer until the Vendor has received (in cash or cleared funds) payment in full for all Goods supplied by the Vendor to the Buyer under all contracts between them.
9.1 The Vendor shall have the right to terminate, or suspend any further deliveries under, the Contract without any liability to the Buyer if the Buyer fails to make any payment within 5 days of receipt of written notice from the Vendor of the amount being overdue, or breaches any provision of the Contract;
9.2 The Buyer shall have the right to terminate, or suspend any further payments under the Contract without liability to the Vendor if the Vendor fails to deliver the Goods within a reasonable time or breaches any provision of the Contract.
9.3 Either party shall have the right to terminate immediately where the other makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation; or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets; or the Buyer ceases, or threatens to cease, to carry on business; or the Vendor reasonably apprehends that any of these events is about to occur in relation to the Buyer.
9.4 The right of termination given by Clause 9.1 shall be without prejudice to any other right or remedy of either party in respect of any breach committed under the terms of this Agreement.
Subject to Clause 12 of these Conditions, the Goods are guaranteed for 6 months from the date of purchase against faulty materials or workmanship. During this period they will be repaired or have parts replaced free of charge or at the Vendor's sole discretion the Vendor will repay to the Buyer the ruling market value of Goods as at date on which a valid returns number has been issued to the Buyer by the Vendor provided that:-
(1) the Goods are returned to the Vendor with evidence of the date of purchase;
(2) the Goods were purchased by the buyer;
(3) the Goods have not been misused or handled carelessly;
(4) repairs have not been attempted other than by the Vendor's authorised staff;
(5) the Vendor in its sole discretion certifies the product as defective;
(6) a valid returns number is received from the Vendor.
The Vendor warrants that the Goods will not infringe any intellectual property or other rights of any third party and the Vendor will defend, indemnify and hold harmless the Buyer and its affiliates, and their respective officers, directors, advisors, representatives, agents and employees from and against any and all losses, claims, damages and liabilities which result from a third party claim with regard to any intellectual property rights in the Goods or any part of them.
12.1 The Vendor shall not be liable for any increased costs, expenses, loss of profits, goodwill, business, contracts, revenues or anticipated savings or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Vendor had been advised of the possibility of the Buyer incurring the same. In any event, the Vendor's entire liability under any contract shall be limited to damages of an amount equal to the price of the goods. The Vendor does not attempt to limit liability for personal injury or death caused by its negligence or the negligence of its employees or agents."
12.2 Subject to the provisions of the Unfair Contract Terms Act 1977, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3 To the extent the law does not permit the liabilities concerned to be excluded and save as otherwise expressly provided, the Vendor's entire aggregate liability for all claims shall be limited to damages of an amount equal to the price of the Goods.
13. FORCE MAJEURE
Each party shall (1) in any event not be liable for loss or damage and (2) be entitled to cancel or rescind the contract if the performance of its obligations under the contract is in any way adversely affected by any cause whatsoever beyond their control including (but not limited to) the delays or default of any sub-contractor, war, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour."
14. SPECIAL ORDERS
14.1 Where the Buyer has requested Goods manufactured in accordance with a specification submitted by the Buyer (“Specials”), the Buyer shall if requested by the Vendor and prior to production of the Goods first approve the prototype specifications.
142 Specifications for Specials may not be amended or cancelled and Specials may not be returned for credit without the prior written authorisation of the Vendor.
15.1 The Vendor may assign its rights and obligations. The Buyer may not assign its rights and obligations.
15.2 The Buyer shall not rely upon any representations as to the goods or their fitness for any particular purpose unless the Vendor specifically agrees these in writing.
15.3 No delay or failure by either party in enforcing any provision of the Contract shall constitute a waiver of that provision or any other provision. No waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision. No waiver by either party shall be effective unless in writing.
15.4 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.
15.5 These Conditions and the Vendor's acceptance of order constitute the entire agreement between the Vendor and the Buyer concerning the supply of the Goods and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).
15.6 The Contract shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts
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