Become a partner Terms and Conditions

TRIPLE PILLAR LTD T/A RHINO SHRINKWRAP
TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Agreement”) govern the sale of all related Goods and Services (defined below) by Triple Pillar Ltd trading as Rhino Shrinkwrap (the “Supplier”) to the Customer (defined below). The Supplier specializes in the temporary weather protection and environmental containment of large construction projects.

The Customer is urged to read this Agreement carefully to ensure they fully understand them before ordering any Goods and/or Services from the Supplier. By ordering any of the Goods and/or Services from the Supplier, the Customer is deemed to have accepted to be bound by this Agreement.

This Agreement shall apply notwithstanding any conflicting, contrary or additional terms and conditions in any order, quote, tender or other document or communication from the Supplier or the Customer. To the extent that there is any inconsistency between this Agreement and any other document issued by the Supplier or by the Customer, this Agreement will take priority.

This Agreement may only be waived or modified in a written agreement signed by an authorised representative of the Supplier. Neither the Supplier’s acknowledgment of an Order nor the Supplier’s failure to object to conflicting, contrary or additional terms and conditions in an order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

Each time the Customer places an Order for the provision of the Goods and/or the Services from the Supplier, the Customer is encouraged to check the current version of this Agreement.

1. Definitions and Interpretations

1.1. Under these Terms and Conditions of Sale, the following definitions shall apply:

Agreement means this Terms and Conditions of Sale, as amended from time to time by the Supplier, in their sole discretion.

Business day means a day, other than a Saturday, Sunday or a public holiday when banks in London are open for business.

Commencement date means the date on which the Supplier shall have provided the Customer with the written acceptance of their Order.

Contract means the written contract between the Supplier and the Customer for the supply of Goods and/or Services, consisting of an order, this Agreement, and any other documents (or parts thereof) as specified in an order, in accordance with this Agreement.

Customer means the individual, distributor and/or company that purchases the Goods and/or Services from the Supplier.

Customer Default means when the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any of their relevant obligations under this Agreement.

Delivery Location means the location at which the Goods and/or Services shall be delivered to the customer by the Supplier and as set out in the Order or such other location as the Parties may agree.

Environment means both the natural and man-made environments including but not limited to all or any of the following media: (i) air (including air within buildings and other natural or man-made structures above or below the ground); (ii) water; (iii) land; and (iv) any ecological systems and living organisms (including man) supported by these medias.

Force Majeure Event shall have the meaning attributed to it under clause 16.1(a) of this Agreement.

Goods shall mean all the goods and Supplier Materials (or any part of them) that are set out in an Order for the provision of (i) a shrinkwrap installation service; (ii) materials and equipment; and/or (iii) training services.

Goods Specification shall mean the detailed description of the Goods as set out in an Order.

Hazardous Substances shall mean any and all materials, substances or organisms which, alone or in combination with others, is capable of causing harm to the Environment (including but not limited to, offences to any of a person’s senses or harm to his/her property). Hazardous Substances shall also include but not be limited to radioactive substances and materials containing asbestos.

Intellectual Property Rights shall mean all patents, rights to inventions, utility models, Goods, Services, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order means the Customer’s order for the supply of Goods and/or Services, as set out either in the Customer’s purchase order form, or in the Customer’s wwritten acceptance of the Supplier’s quotation whichever the case may be.

Party and/or Parties shall mean the Customer and the Supplier, collectively.

Service Area means the area and/or location where the Services and the Goods are to be provided.

Services means the services supplied by the Supplier to the Customer as detailed under the Service Specification section in an Order.

Service Specification shall mean the detailed description or specification of the Services to be provided to the Customer by the Supplier and as set out in an Order.

Supplier shall mean Triple Pillar Ltd, a company registered in England and Wales with company registration number: 8946643, trading as Rhino Shrinkwrap (www.rhinoshrinkwrap.com).

Supplier Materials shall include but not be limited to all materials, equipment, documents and any other property owned by the Supplier and used for the provisions of the Goods and/or Services.

Warranty Period shall mean a period of twenty-five (25) weeks from the date of delivery of the Goods and/or Services to the Customer or as specified in an Order by the Supplier.

UK shall mean the United Kingdom.

1.2. The following rules shall apply in this Agreement:

reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
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 those terms; and
a reference to writing or written includes faxes.
the headings in these Conditions are for convenience only and shall not affect its construction or interpretation.

2. Variation

2.1. This Agreement may only be varied from time to time by the Supplier, in their sole discretion.

2.2. The Supplier reserves the right by reasonable notice to the Customer to vary the Goods detailed in an Order and any alteration to the price or delivery date arising by reason of such modification shall be agreed between the Parties and evidenced in writing.

3. The Order

3.1. An Order shall constitute the details of the Goods and/or Services, which are to be purchased by the Customer from the Supplier.

3.2. An Order shall be deemed to be accepted by the Supplier on the acceptance of the Order by the Supplier, in writing.

3.3. Any quotation provided by the Supplier shall not constitute an Order, and will therefore only be valid for the period specified in the quotation.

3.4. All of these terms and conditions in this Agreement shall apply to the supply of both the Goods and the Services except where application to one or the other is specified

4. Quality of Goods

4.1. The Supplier represents and warrants to the Customer that (i) subject to clause 4.2 below; (ii) from the date of delivery of the Goods; and (iii) for the duration of the applicable Warranty Period, the Goods shall:

conform in all material respects with the Goods Specification specified in an Order including any variations;
conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force;
be free from material defects in design, material and workmanship;
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by the Customer and the Customer relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of an Order.

4.2. The Customer acknowledges that the Goods are not 100% watertight unless stated in the Goods Specification in an Order and as such, the Supplier shall have no liability to the Customer in respect of any loss or damage caused by water ingress or condensation.

4.3. The Supplier shall ensure that the Goods remain intact and attached to the structure to which they were connected to by the Supplier in winds of up to and including forty-seven (47) mph. However, should the Parties dispute the wind speed at the Service Area, the Customer acknowledges and agrees that the Supplier shall use the third party historical data provider at www.weathernet.co.uk (“Weathernet”) to determine the wind speeds in the Service Area. The results obtained from Weathernet as pertains to the wind speed at the Service Area on a given day will be accepted by both Parties as the final decision on the matter.

4.4. Should it come to the attention of the Customer that there is a defect and/or damages to the Goods, and subject to clause 4.5 below:

The Customer shall during the Warranty Period, and within a reasonable time of from the point of a reasonable time of discovery of the defect and/or damage to the Goods, provide the Supplier with written notice that some or all of the Goods do not comply with the warranties as set out in clause 4.1 above.
The Customer shall return the defective and/or damaged Goods to the Supplier at the Customer’s cost.
Upon receipt of the defective and/or damaged Goods the Supplier shall retain the Goods for inspection and shall within a reasonable timeframe examine the defective and/or damaged Goods.
The Supplier shall, at its option and in its sole discretion, either (i) repair or procure the repair of the Goods; or (ii) replace the defective Goods; or (iii) refund the price paid for the defective Goods in full to the Customer.

4.5. The Supplier shall not be liable for any defects and/or damages of the Goods, including but not limited to its failure to comply with the warranties stipulated under clause 4.1 if:

the defect arises as a result of the Customer’s failure to follow the Supplier’s oral and/or written instructions pertaining to the storage, installation, commissioning, use or maintenance of the Goods or as a result of the Customer not abiding by standards of good trade practice (including but not limited to ensuring that the Goods are not damaged by uncovered scaffolding clips or other equipment);
the defect arises as a result of a change to or failure of all or part of the scaffold or underlying structure provided by the Customer to which the Goods are fixed;
the defect arises as a result of any drawing, design or specification supplied by the Customer to the Supplier, which has been relied upon by the Supplier for the provision of the Goods and/or Services;
the Goods are altered and/or repaired without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal working conditions, including but not limited to exposure to winds and gusts in excess of forty-seven (47) mph) (as reported and confirmed by Weathernet);
the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
the Customer has failed and/or neglected to make payment for the Goods and/or Services to the Supplier and in accordance with clause 9; and
the Goods are supplied outside the UK.

4.6. Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranties set out under clause 4.1.

4.7. The terms of this Agreement (and, in particular, the warranties under clause 4.1) shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.4 for the Warranty Period from the date of delivery of the original Goods.

4.8. To the extent that the Goods are to be manufactured in accordance with a Goods 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 Goods Specification. This clause 4.8 shall survive the termination of this Agreement.

4.9. The Supplier reserves the right to amend the specification of the Goods or the Goods Specification if required by any applicable statutory or regulatory requirements.

5. Delivery of Goods

5.1. The Supplier shall ensure that:

The Supplier shall deliver the Goods to the Delivery Location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by any Customer specifications (affecting such matters including but not limited to ordering and lead times) or 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.
Should the Supplier fail to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that a Force Majeure Event causes such failure, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

6. Title and Risk

6.1. Should the responsibility of arranging the delivery of the Goods to the Customer be on the Supplier, the risk in the Goods shall pass to the Customer on completion of delivery of the Goods to the Delivery Location. However, should the Customer be arranging delivery and therefore be collecting the Goods from the Supplier’s warehouse, the risk in the Goods shall pass to the Customer on collection of the Goods at the Supplier’s warehouse.

6.2. Title to the Goods shall not pass to the Customer until the Supplier has received full payment either in cash or cleared funds deposited in the Supplier’s business bank account for:

the ordered Goods; and
any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3. Until title to the Goods has passed to the Customer, the Customer shall:

hold the Goods on a fiduciary basis as the Supplier’s bailee;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.(c) to clause 13.1.(m);
give the Supplier such information relating to the Goods as the Supplier may require from time to time; and
not resell the Supplier’s Goods unless prior written consent has been obtained from the Supplier. Should consent be granted by the Supplier and the Customer resells the Goods, the Customer shall procure that it is a condition of such resale that the rights of the Supplier are expressly reserved to enter the premises of the Customer or the Customer’s customer for the purpose of recovering the Goods in accordance with clause 6.4.

6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.(c) to clause 13.1.(m), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are situated in order to recover them.

6.5. The Supplier’s rights under clause 6.3 and 6.4 are in addition to and do not limit any of the Supplier’s other rights or remedies under applicable law.

7. The Services

7.1. The Supplier shall provide the Services to the Customer in accordance with the Service Specification provided in the Order.

7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be considered as estimates only. Time shall not be of the essence for the performance of the Services and the Supplier shall not be liable to pay any penalty in the event of the late performance of the Services.

7.3. The Supplier shall have the right and sole discretion to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and which do not materially affect the nature or quality of the Services.

7.4. The Supplier shall not be obliged to provide the Services in high winds (greater than fifteen (15) mph) or rain which prevents the Services from being provided safely. Should the Customer require and the Supplier agrees to provide the Services in such weather conditions, the Supplier shall be entitled to charge the Customer an additional price in accordance with clause 9.2 below.

7.5. The Supplier warrants to the Customer that the Services will be provided using reasonable care, skill and in accordance with industry norms as is applicable.

7.6. The Supplier shall have the right to fix a notice to the Goods setting out the Supplier’s contact details in the event of any problem arising in relation to the Goods or Services. The Customer shall ensure that this notice remains clearly visible while the Goods are in use.

7.7. The Services shall not include making final seals to structures or cutting around scaffolding that protrudes outside the scaffolding to be encased, or the removal of Goods from scaffolding or disposal from the site unless set out in the Order.

8. Customer’s Obligations

8.1. The Customer shall have the following responsibilities under this Agreement:

ensure that the terms of the Order (including the Goods Specification, the Services Specification and any period for rental of Supplier Materials) are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier, its employees, agents, consultants and subcontractors, with clear safe access to the Service Area (including edge protected and fully boarded access to all scaffolding), the Customer’s premises, office accommodation and any other facilities as is reasonably required by the Supplier to provide the Goods and Services;
provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
prepare the Service Area for the supply of the Services, including providing properly erected and maintained mobile access platforms and ensuring that all scaffolding conforms to the NASC TG20 good practice guidance, constructed in such a way as to minimize sharp edges and protrusions, with up to date, legally required, completed scaffold inspections forms and relevant scaffolding tags in place.
allow the Supplier access to the Service Area before the provision of the Services for the purposes of inspecting that the Customer has complied with its obligations under clause 8.1.(e);
obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start and, upon request by the Supplier, allow the Supplier to examine all relevant documentation and property to confirm that the Customer has satisfied its obligations under this clause 8.1.(g);
keep and maintain all materials, equipment, documentation and any Supplier Materials at the Customer’s premises in safe custody at its own risk; maintain the Supplier Materials in good condition until returned to the Supplier; and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorization.
procure that an authorised person is present on site at completion of the provision of the Goods and Services to inspect the Goods and Services and sign handover documentation to confirm the work has been completed in accordance with the Order. In default of compliance with this clause 8.1.(i), the Goods and Services shall be deemed to have been provided in accordance with the Goods Specification and the Service Specification, and any request for further Goods or Services shall be deemed to be a request for additional Goods and Services which shall be subject to a further charge;
notify the Supplier at least ten (10) Business Days in advance of any date for removing the rented Supplier Materials and clear the Supplier Materials of all debris, tools, machines, electrical boxes, cables, extractors and personnel;
ensure that all non-Supplier personnel using the Goods and/or Supplier Materials adhere to the UK Health & Safety legislation (including but not limited to the Personal Protective Equipment Regulations 2002 and the Work at Height Regulations 2005);
ensure that the area to be shrink-wrapped is segregated to the greatest practicable extent by the use of metal or fire retardant screens and must be cleared of combustible material before operations commence;
ensure that the combustible floor, substances in or surrounding the segregated area are liberally covered with incombustible material before shrinkwrapping;
ensure that an employee of the Customer is present at all times to guard the area where the work is being carried against the outbreak of fire;
specifically authorise, sign for and approve all safety arrangements as is required by the Supplier;
make a thorough examination of each shrink-wrapping area approximately one (1) hour after shrink-wrapping has ceased;
prevent any Supplier personnel who is not using or wearing the appropriate personal protective equipment from working, the Customer shall immediately notify the Supplier of any and all such incidences;
from the Commencement Date until twelve (12) months after the Delivery Date, not solicit or offer employment to any of the Supplier’s staff up to the Supplier’s employees termination of employment and for three (3) months thereafter. In the event of a breach of this clause, the Customer shall pay the Supplier the equivalent of one (1) year’s salary of the solicited employee, which is agreed by both parties as a genuine pre-estimation of the Supplier’s loss in such circumstances.

8.2. Should the Customer Default on any of their obligations under this clause and this Agreement:

the Supplier shall without limiting its other rights or remedies have the right to suspend the performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and Payment

9.1. The price for the Goods and the Services shall be set out in an Order.

9.2. Should additional Goods and/or Services (including additional manpower) be required by the Customer beyond those set out in the applicable Order (including but not limited to repair work), the Supplier shall be entitled to make additional charges which shall be quoted to the Customer before the commencement of any work and the Supplier shall be entitled to charge he Customer any overtime rates for any time worked outside an eight (8) hour day (i.e. 8.00 am to 5.00 pm) on any given Business Day.

9.3. The Customer shall pay each invoice submitted by the Supplier:

within twenty-eight (28) days of the date of the invoice unless agreed otherwise by the Supplier in writing; and
to be paid in Great British Pounds (GBP) or alternatively for exported goods, the currency calculation must be the equivalent of value in GBP.
in full and in cleared funds to a bank account nominated in writing by the Supplier.

9.4. The Customer shall specify in the Order any references or codes to be indicated in invoices submitted by the Supplier.

9.5. All amounts payable by the Customer under this Agreement and any signed Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under this Agreement and any Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services and/or Goods at the same time as payment is due for the supply of the Services and/or Goods.

9.6. In addition, any applicable non-UK tax; duty and/or other impost on payments shall be invoiced to the Customer and the Customer shall be responsible for making such payments timeously to the Supplier.

9.7. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under this Agreement and/or applicable Contract, by the due date for payment (“Due Date”), the Supplier shall have the right to charge interest on the overdue amount at the rate of eight (8) per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounded monthly.

9.8. The Customer shall pay all amounts due under this Agreement and applicable Contract in full without any deduction or withholding except as required by law. The Customer shall not be entitled to assert any credit, set off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9.9. Rental charges: Should the Customer rent any of the Supplier’s Supplier Materials, the Supplier shall be entitled to invoice the Customer for the following additional charges:

extensions to the rental period which are beyond those set out in an Order;
damages to the Goods (including but not limited to, bent scaffold tubes and broken, sawn or damaged platform boards);
lost or stolen Goods; and
the cost of any clearing and or cleaning of the Goods as is required by the Supplier.

10. Intellectual Property Rights

10.1. All Intellectual Property Rights in or arising out of or in connection with the Goods and the Services shall be owned exclusively by the Supplier.

10.2. All Supplier Materials are the exclusive property of the Supplier.

10.3. Except to the extent that the Goods are supplied in accordance with designs provided by the Customer, it shall be a condition of an Order that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified the Customer against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the Customer may suffer or incur as a result of or in connection with any breach of this clause.

10.4. All Intellectual Property Rights in any of the foregoing:

furnished to or made available to the Supplier by the Customer pursuant to an Order are hereby assigned to and shall remain vested solely in the Customer;
the Supplier shall not (except to the extent necessary for the implementation of an Order) without prior written consent of the Customer, use or disclose any such intellectual property or any information which the Supplier may obtain from the Customer pursuant to this Agreement and/or Contract; and
the Supplier shall not refer to the Customer and/or Contract in any advertisement without the Customer’s prior written agreement

11. Confidentiality

11.1. A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under this Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive the termination of this Agreement.

12. Limitation Of Liability

12.1. Nothing in these Agreement shall limit or exclude the Supplier’s liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
breach of the terms implied by section 12 of the Sale of Goods Act 1979 ; or
defective products under the Consumer Protection Act 1987.

12.2. Subject to clause 12.1:

the Supplier shall under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement;
the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer to the Supplier under this Agreement; and
the Supplier shall not be liable for any Hazardous Substances that emit, escape or migrate from the Service Area.

12.3. Except as set out in this Agreement, all warranties, agreements and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

12.4. This clause 12 shall survive the termination of this Agreement.

13. Termination

13.1. Without limiting its other rights or remedies, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:

the Customer fails to pay any amount due under this Agreement on the Due Date for payment;
the Customer commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after receipt of notice of the breach;
the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
the Customer (being an individual) is the subject of a bankruptcy petition or order;
a creditor or encumbrancer of the Customer 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 fourteen (14) days;
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 Customer (being a company);
a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(c) to clause 13.1(j) (inclusive);
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of the Services or all further deliveries of Goods under this Agreement or any other Contract between the Customer and the Supplier if:

the Customer fails to make pay any amount due under this Agreement on the Due Date for payment; or
the Customer becomes subject to any of the events listed in clause 13.1.(c) to clause 13.1.(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of Termination

14.1. On the termination of this Agreement for any reason:

the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of the Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement;
the accrued rights and remedies of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and
clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15. Indemnity and Insurance

15.1. The Customer agrees to indemnify and hold the Supplier its subsidiaries, affiliates, and respective officers, agents, partners and employees, harmless from any loss, liability, demand, claim or legal proceedings brought or threatened, including expense suffered or incurred arising out of the Customer’s use of the Goods and/or Services, or any violation of this Agreement.

15.2. The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for agreements of this nature and covering all the matters which are the subject of indemnities under this Agreement.

15.3. The Customer shall at the request of the Supplier produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.

16. General

16.1. Force majeure:

For the purposes of this Agreement, a Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than four (4) weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Customer.

16.2. Assignment and Subcontracting:

The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.3. Lien:

In addition to any right of lien to which the Supplier may by law be entitled, the Supplier shall in the event of the Customer’s insolvency be entitled to a general lien on all items in the Supplier’s possession (notwithstanding that such items or any of them may have paid for) for any unpaid Customer invoices under this Agreement or any other Contract.

16.4. Notices:

Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered to the other Party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
This clause 16.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.

16.5. Waiver and Cumulative Remedies:

A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and to not exclude rights provided by law.

16.6. Severance:

If a court or any other competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.7. No Partnership:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

16.8. Third parties:

A person who is not a party to this Agreement shall not have any rights under or in connection with it.

16.9. Variation:

Except as set out in this Agreement, any variation, including the introduction of any additional Contracts, terms and agreement, to this Agreement shall only be binding when agreed in writing and signed by the Supplier.

16.10. Further Assurances:

The Customer shall execute all documents and take all further actions requested by the Supplier to protect the Supplier’s interests under this Agreement. If an individual is signing on behalf of the Customer that individual represents that he or she has authority to bind the Customer.

16.11 Governing law and Jurisdiction:

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16.12. Entire Agreement:

This Agreement and any Contract shall constitute the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier, which is not set out in this Agreement and/or Contract.
This Agreement supersedes any other agreement previously issued and may not be varied except by written agreement of a director of the Supplier and 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.

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