Terms & Conditions

1. INTERPRETATION 

1.1 In these Conditions: 

“Company” means Blaeu Ltd (Address); “Conditions” means these terms and conditions as amended from time to time in accordance with Clause 18.8 or as otherwise agreed between the Company and the Customer in accordance with Clause 2.1. 

“Contract” means any contract between the Company and the Customer for the sale of the Goods and associated Services which shall incorporate these Conditions. 

“Customer” means the person, firm or company who buys the Goods and associated Services from the Company. 

“Customer Specification” means any specification for the Goods, including any related plans and drawings, that is supplied by the Customer to the Company. 

“Delivery Location” has the meaning set out in Clause 5.2; 

“Force Majeure Event” has the meaning given in Clause 14; 

“Goods”means high quality fitted kitchens and furniture/goods or any part thereof and any other goods manufactured, supplied, or produced, or to be supplied or produced, by the Company. 

“Order” means the Customer’s order for any Goods and associated Services. 

“Order Acknowledgement” means the Company’s written acceptance of an Order in any format including without limitation, by post, fax and email. 

“Price” means, subject to Clause 3.3, the price of the Goods and any associated Services as set out in the Company’s Order Acknowledgement or, if no price is quoted, the price set out in the Company’s published price list as at the date of delivery. 

“Product Information” means the Company’s product brochures, product directories, price lists, promotional bulletins, and other supporting documentation for the relevant Goods, as updated by the Company from time to time. 

“Services” means any services provided by the Company in connection with the sale of Goods such as fitting and/or installation services, or such other services as may be agreed by the parties as part of any Contract.

“Specification” means any specification for the Goods, including any related plans and drawings, that is supplied by the Company to the Customer, or agreed by the Company; and 

“Working Day(s)” means a day (other than a Saturday, Sunday, public holiday, or day of planned closure by the Company, such days to be confirmed upon a written request by a Customer) when banks in London are open for business. 1.2 In these Conditions the singular shall include the plural and vice-versa; and references to persons shall include bodies corporate, partnerships and unincorporated associations.

1.3 A reference to a party includes its personal representatives, successors or permitted assigns. 

1.4 A reference to a statute or statutory provision is a reference to such statute or 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. 

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 those terms. 

1.6 A reference to “writing” or “written” includes e-mails. 

2. BASIS OF CONTRACT 

2.1 These Conditions shall apply to all Goods sold and Services provided to the Customer and no variation of any kind shall be effective unless it is evidenced in writing, signed by a duly authorised officer of the Company and contains a specific reference to these Conditions being varied. 

2.2 The Conditions apply 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. 

2.3 The acceptance by the Customer of delivery of the Goods or performance of the Services or any conduct by the Customer in confirmation of acceptance shall constitute unqualified acceptance by the Customer of these Conditions. 

2.4 An Order constitutes an offer by the Customer to purchase the Goods and any associated Services in accordance with these Conditions. The Customer shall ensure that the terms of the Order are complete and accurate. 

2.5 An Order will not be released into production or stock allocated and shall not constitute a contract until confirmed by the Company in accordance with Clause 2.6. 

2.6 Subject to Clause 2.7, an Order shall only be deemed to be accepted when the Company issues an Order Acknowledgment at which point and on which date the Contract shall come into existence. 

2.7 If an Order contains any Goods notified as being ‘end of line’ or ‘only available whilst stocks last’ pursuant to Clause 2.12, this part of the Order will not be deemed to be accepted by the Company until the point at which the relevant Goods are dispatched. 

2.8 The Customer may request, but the Company is not under an obligation to accept, an Order to be changed in accordance with the procedure set out in the relevant Product Information. 

2.9 The Company may provide a quotation to the Customer for any Goods and associated Services. Any quotation for Goods and associated Services issued by the Company shall not constitute an offer. A quotation shall be valid for three (3) months from its date of issue. 

2.10 Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or Product Information are issued or published for the sole purpose of giving an approximate idea of the Goods and associated Services described in them. Unless otherwise expressly stated in these Conditions, they shall not form part of the Contract or have any contractual force. 

2.11 The Customer shall participate at its own expense in safety monitoring, information gathering, product marking and all other activities necessary for the Customer and the Company to fulfil their obligations under the General Product Safety Regulations 2005. 2.12 The Company reserves the right to discontinue any Goods, throughout all ranges. The Company will endeavour to give reasonable notification that the Goods are only available whilst stocks last. Whilst under such notification, the Company accepts no responsibility in accordance with Clauses 2.5, 2.6 and 2.7 on stock availability and acceptance of an Order. 3. 

PRICE 

3.1 The Company shall be entitled to charge the amount of any purchase tax, value added tax or other tax levied on the Goods and/or Services whether or not included on any quotation, Order Acknowledgement or invoice. 

3.2 Subject to any additional charges as set out in the relevant Product Information which, for the avoidance of doubt, shall be paid by the Customer when it pays for the Goods in accordance with Clause 8, the Price is inclusive of the costs and charges of packaging, insurance and transport of the Goods. 

3.3 The Company may, by giving notice to the Customer at any time before delivery, increase the Price to reflect any increase in the cost of the Goods and/or associated Services due to: 

3.3.1 any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 

3.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, type of Services provided or the Specification; or 

3.3.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.

4. GOODS 

4.1 The Goods are described in the Company’s catalogue as modified by any applicable Specification. 4.2 To the extent that the Goods are to be manufactured in accordance with a Customer Specification, the Customer shall indemnify the Company 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 Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Customer Specification. This Clause 4.2 shall survive termination of the Contract. 

4.3 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements. 

5. DELIVERY OF GOODS 

5.1 The Company shall ensure that: 

5.1.1 each delivery of Goods is accompanied by a delivery note which shows the estimated date of delivery, all relevant Customer and Company reference numbers, the type and quantity of the Goods, (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

5.1.2 if the Company requires the Customer to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense. 

5.2 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Company notifies the Customer that the Goods are ready. 

5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company 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 Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 

5.4 Where access to the Delivery Location is unsuitable for the Company’s delivery vehicles in the reasonable opinion of the Company, the Company reserves the right to deliver direct to the Customer’s address as registered with the Company. Any additional costs incurred will be payable by the Customer. 

5.5 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. 

5.6 The Customer shall be deemed to have accepted the Goods upon their delivery. 

5.7 The Company operates a no returns policy for Goods delivered pursuant to a Contract. Where, in its absolute discretion, the Company elects to accept returned Goods, it may impose a re-stock charge of 20% of the Price, payable by the Customer in accordance with Clause 8.2. 

5.8 Delivery to a carrier for the purpose of transmission to the Customer shall be deemed for all purposes of the Contract to constitute delivery to the Customer. Section 32(2) and (3) Sale of Goods Act 1979 shall not apply. 

5.9 The Company shall be entitled to deliver the Goods by instalments which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Deliveries of further instalments may be withheld until the Goods comprised in earlier instalments have been paid for in full. Default by the Company, howsoever caused, in respect of one or more instalments shall not entitle the Customer to terminate the relevant Contract as a whole. 

5.10 Defects or damages apparent on delivery or missing Goods must be notified to the Company within five (5) days of delivery of the Goods to the Customer in accordance with the remedial policy set out in the relevant Product Information. Once fitted/installed the Goods are deemed accepted by the Customer. 

5.11 The Company reserves the right to charge the Customer for delivery of any Goods in accordance with the terms set out in the relevant Product Information. 

5.12 If the Customer fails to accept or take delivery of the Goods within 5 (five) Working Days of the Company notifying the Customer that the Goods are ready or on the agreed date of delivery, whichever is the sooner, then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Goods: 5.12.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 5th Working Day following the day on which the Company notified the Customer that the Goods were ready; and 

5.12.2 the Company shall, at its option: (a) store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance); and / or (b) treat the Contract as if the Goods had been delivered and shall raise an invoice in accordance with the provisions of Clause 8.2. 

5.13 If 10 Working Days after the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 

6. QUALITY OF GOODS AND WARRANTY 

6.1 The Customer is relying on its own skill and judgement in relation to the Goods irrespective of any knowledge which the Company or its servants, agents or employees may possess or any representation (written, oral or contained in the relevant Product Information or any sales brochures, product directories, promotional material or supporting documentation) the Company or its servants or agents may have made, as to the purpose for which the Goods are supplied or their suitability for the use intended by the Customer. 

6.2 Subject to the conditions set out below the Company warrants that the Goods will correspond with their Specification at the time of delivery and will be free from defects in material and workmanship for a period of three (3) calendar months commencing on the date of their initial use or three (3) calendar months commencing on the date of delivery, whichever is the first to expire. 

6.3 Subject to Clause 6.5 if: 

6.3.1 the Customer gives notice in writing to the Company during the warranty period within thirty (30) Working Days of discovery that some or all of the Goods do not comply with the warranty set out in Clause 6.1 and specifies to the Company the nature of the defect and when it occurred; 

6.3.2 the Company is given a reasonable opportunity of examining such Goods; 

6.3.3 the Customer (if asked to do so by the Company) provides photographic or other evidence to support the defect claim; and 

6.3.4 the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

6.4 The Company hereby excludes all other conditions, warranties and stipulations, express, implied, statutory, customary or otherwise in nature, which but for such exclusion would or might subsist in favour of the Customer, save that such exclusion shall not apply to any implied condition that the Company has or will have the right to sell the Goods at the time of sale. 

6.5 The Company shall not be liable for the Goods’ failure to comply with the warranty set out at Clause 6.2 if: 

6.5.1 the defect arises from the Customer Specification; 

6.5.2 the defect arises from normal wear and tear resulting from use for the purpose intended; 6.5.3 the Price has not been paid by the due date for payment; 

6.5.4 the defect was apparent on delivery and was not reported in accordance with Clause 6.3; and/or 

6.5.5 the defect has arisen because the Customer or an end-user has made modifications to the Goods or failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or including, but not limited to, those contained within the ‘Caring for your Kitchen’ leaflet. 

6.6 The Customer agrees and acknowledges that: 

6.6.1 wood is a natural product and, accordingly, there will be variations in colour or structure of wood and changes in the wood which normally occur over time (including stained and painted wood); 

6.6.2 doors and frames are supplied within the agreed manufacturing tolerance for bowing; 

6.6.3 painted timber products may show hairline cracks to joints and/or around the centre panel and the frame as the paint may be bridged across in some areas; and 

6.6.4 all timber doors may also show slight stepping at the frame joints. 

6.7 The warranty at Clause 6.2 does not: 

6.7.1 extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company; and 

6.7.2 extend to cover any associated costs (including but not limited to refitting or installation service costs) incurred by the Customer in relation to any such warranty claim.

6.7.3 Except as provided in this Clause 6 the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 6.2. Manufacturer Guarantees 

6.8 The Company may at its discretion offer a manufacturer’s guarantee relating to Goods sold pursuant to a Contract to the Customer’s end-user (“Guarantee”). If the Company receives any claim(s) under any such Guarantee, the Customer shall provide, at the Customer’s own cost, such assistance to the Company in relation to such Guarantee as it may reasonably require including the provision of any re-fitting or installation services required as part of fulfilling the Company’s obligations under the Guarantee. 

6.9 For the avoidance of doubt: 

6.9.1 any such Guarantee shall not operate to extend any warranties given to the Customer under these Conditions; 

6.9.2 the Company shall not be liable under the terms of any Guarantee where defects in the relevant Goods arise as a result of modification or damage caused during or after installation by the Customer, the end user or any other third party; and/or 

6.9.3 the Company shall not be liable under the terms of any Guarantee to reimburse any costs (including, but not limited to, re-fitting or installation services costs) incurred by the Customer in assisting the Company to resolve Guarantee claims. 

7. SERVICES 

7.1 The Company shall carry out any Services with reasonable care and skill and in accordance with any applicable laws and regulations. 

7.2 Any dates quoted for the commencement or completion of the Services are approximate only and the time for commencement or completion of the Services shall not be of the essence. The Company shall not be liable for any delay in the commencement or completion of the Services that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate instructions relating to the Services or access to the location where the Services are to be performed. 

7.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event. 

7.4 In order to receive the Services, the Customer shall: 

7.4.1 ensure that the terms of the Order and any applicable Specification are complete and accurate; 

7.4.2 co-operate with the Company in all matters relating to the Services; 

7.4.3 provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; 

7.4.4 provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 7.4.5 prepare the Customer’s premises for the supply of the Services; 

7.4.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and 

7.4.7 keep and maintain all materials, equipment, documents and other property of the Company (“Company Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation. 

8. PAYMENT OF THE PRICE 

8.1 The Company may invoice the Customer for the Goods and any associated Services on or at any time after the completion of delivery of the Goods or, (where relevant) on completion of the Services. 

8.2 The Customer shall pay each invoice submitted by the Company no later than the last day of the month following the month of invoice, except as otherwise agreed in writing between the parties and in respect of the company by a board member. Payment shall be made in full and in cleared funds without any deduction, set-off, counterclaim, deduction, withholding, abatement on any grounds to a bank account nominated in writing by the Company. Time of payment is of the essence of the Contract. 

8.3 Where only part of the Goods or Services are delivered or performed payment of the Price attributable to that part shall be made by the Customer in accordance with Clause 8.2.

8.4 If the Customer fails to pay for the Goods and Services when due in accordance with Clause 8.2 (the “due date”) the Customer shall pay interest on the outstanding amount at a rate of 4% (four percent) per annum above the base rate of Barclays Bank PLC from time to time until the Price is paid in full. Such 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. The Customer shall pay the interest together with the overdue amount. 

8.5 The Company may set-off against any money due to the Customer on any account or the amount or probable amount (whether precisely quantifiable or not) of any claim asserted by the Company against the Customer against any sum owed by the Company to the Customer. 

8.6 In addition, but without prejudice to such right and all other rights and remedies, if the Customer shall fail to make payment on the due date the Company may treat the Contract as repudiated by the Customer or may suspend the performance of the Contract until all overdue sums have been paid. 

9. RISK AND TITLE 

9.1 The risk in the Goods shall pass to the Customer on completion of delivery. Section 20(2) of the Sale of Goods Act 1979 shall not apply. 

9.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full for: 

9.2.1 the Goods; and 

9.2.2 any other goods or Services that the Company has supplied to the Customer. 

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

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

9.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

9.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 

9.3.4 notify the Company immediately if it becomes subject to any of the events listed in Clause 13.2.3; and 

9.3.5 give the Company such information relating to the Goods as the Company may require from time to time. 

9.4 Subject to Clause 9.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time: 

9.4.1 it does so as principal and not as the Company’s agent; and 

9.4.2 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs. 

9.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 13.2.3, then, without limiting any other right or remedy the Company may have: 

9.5.1 the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and 

9.5.2 the Company may at any time: 

(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and 

(b) 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. 

9.6 In the event of late payment by the Customer, the Company may (and without prejudice to any other rights it may have under or by virtue of the Contract) demand the immediate return of the Goods at any time and the Customer shall forthwith comply with such demand at its sole cost. 

9.7 If the Customer fails to return the Goods so demanded by the Company in accordance with Clause 9.6, the Customer shall permit the Company, its servants, agents and employees or its successors in title to the Goods and their respective employees and agents to enter onto any premises where the Goods are located during normal business hours for the purpose of removing the Goods (the costs associated with which shall be borne by the Customer) or the Company may sell or otherwise deal with the Goods. 

10. LIABILITY AND INDEMNITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE 

10.1 Nothing in the Contract shall apply so as to exclude or limit either party’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 (title and quiet possession); breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or defective products under the Consumer Protection Act 1987. 

10.2 If the Company fails 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 Company 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 Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods. 

10.3 Subject to Clause 10.1: 

10.3.1 the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss (whether direct or indirect) of revenue or profits; any loss (whether direct or indirect) of anticipated savings; any loss (whether direct or indirect) of goodwill or injury to reputation; any loss (whether direct or indirect) of business opportunity; or any indirect, consequential or special loss or damage arising under or in connection with the Contract; and 

10.3.2 the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price paid by the Customer in respect of the Goods and/or any associated Services which are the subject of the Contract. 

10.4 The Customer shall keep the Company and all its employees and agents indemnified from and against all costs, claims, demands, expenses, fines, penalties and all liability whatsoever which may be made against the Company: 

10.4.1 as a result of the Customer’s breach of contract, negligence, breach of statutory duty or other act or omission; or 10.4.2 arising out of or in connection with the production, sale or use of the Goods by the Customer, provided that this Clause 

10.4.2 will not require the Customer to indemnify the Company against any liability arising as a result of the Company’s own negligence. 

10.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

10.6 This Clause 10 shall survive termination of the Contract. 

11. INTELLECTUAL PROPERTY RIGHTS 

11.1 All specifications, plans, drawings, brochures, Product Information, product directories, price lists, promotional bulletins, descriptions, designs, know-how, technical information and advice and all intellectual property rights therein supplied by the Company to the Customer in connection with the Contract or the Goods shall remain the property of the Company. The Company reserves all intellectual property rights in relation to the use of such logos, trade names or trade marks by any other person, company or organisation. Any such use will be permitted only at the sole discretion of and in accordance with such terms and conditions (including the payment of a licence fee) as may be imposed by the Company from time to time. 

11.2 The Customer warrants that no specifications, design, instruction, drawing or other material or information of any nature provided to the Company by the Customer shall infringe any third party’s intellectual property rights or rights in respect of know-how, trade secrets or confidential information and that the use by the Company of any such material or information shall not infringe any third party’s rights of any nature. The Customer agrees to indemnify the Company for any costs or losses incurred by the Company as a result of a breach of this Clause 11.2 by the Customer. 

11.3 Nothing in these Conditions shall be construed as a representation or warranty by the Company that the design, manufacture, conformity to specifications, use or sale of the Goods is not an infringement of any valid or subsisting patent or other intellectual property right of a third party, save that the Company warrants to the Customer that the Company has not received written notice of any such infringement at the date of the relevant Contract. 

12. CONFIDENTIALITY 

Except as required by law both parties agree that all confidential information disclosed by one party to the other in accordance with the Contract or which may at any time until termination of the Contract come into the other party’s knowledge, possession or control shall not be used for any purpose other than those required or permitted by the Contract and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of the Contract and then only under appropriate confidentiality provisions approved by the other party or with the prior written consent of the other party. For the purposes of the Contract information relating to the business of the Company any Specifications, plans, drawings, brochures, Product Information, descriptions, designs, know-how, technical information, intellectual property rights of the Company are hereby deemed to be confidential information. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party. 

13. CANCELLATION 

13.1 If any of the events listed in at Clause 13.2 occur, without prejudice to its other rights and remedies, the Company may defer or cancel any further deliveries or instalments of Goods due under the Contract or any other contract between the Company and the Customer without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer and any sums due under any Contracts between the Company and the Customer shall become immediately due. 

13.2 For the purposes of Clause 13.1, the relevant events are: 

13.2.1 the Customer fails to make any payment when it becomes due; 

13.2.2 the Customer is in breach of any terms and conditions of the Contract; 

13.2.3 if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of the property or assets of the Customer or if the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or has a resolution for its winding-up passed or anything analogous to any of these events under the law of any jurisdiction occurs in relation to the Customer or if the Customer ceases or threatens to cease to carry on business; or 

13.2.4 there is a change of control of the Customer, where “control” means the ability of a person to direct the affairs of another whether by virtue of the ownership of shares, contract or otherwise. 

14. FORCE MAJEURE 

14.1 For the purposes of the Contract, “Force Majeure Event” means any event beyond the reasonable control of the Company including but not limited to acts of strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company 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 the Company or subcontractors. 

14.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event. 

14.3 If the Force Majeure Event prevents the Company from providing any of the Goods and/or Services for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer. 

15. VALUE ADDED TAX 

The Customer’s invoice will normally include Value Added Tax (“VAT”) at the prevailing rate. Where the Customer has represented that Goods being delivered to it hereunder within the United Kingdom are for export and are therefore not subject to VAT, the Customer shall promptly produce all evidence required by the Commissioners for Customs & Excise that such Goods have been exported, together with (for exports to another Member State of the European Union) a valid VAT (or equivalent sales tax) registration number in an EU Member State. The Customer shall indemnify the Company in respect of all VAT charged to the Company in respect of such Goods together with all interest charges, penalties, fines and other costs incurred by the Company as a result of the Customer either not exporting such Goods or failing within the prescribed time to provide such evidence of exportation and/or such valid VAT registration number aforesaid. 

16. EXPORT CONTROL LAWS 

16.1 The export of any Goods by the Customer is at the Customer’s risk and the Customer agrees to indemnify the Company for any costs or losses incurred as a result of such export by the Customer. 

16.2 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Customer shall make those licences and consents available to the Company prior to the relevant shipment.

17. EXPORT SALES 

Notwithstanding such other clauses in these Conditions, when Goods are to be exported by the Company under a Contract:- 

17.1 the Uniform Laws on International Sales of Goods shall not apply; 

17.2 the currency will be Pounds Sterling; 

17.3 unless otherwise agreed in writing, the Goods will be sold on an Ex-Works basis (as defined by 2000 INCOTERMS) and the Company will be under no obligation to give the Customer notice as specified in Section 32(3) of the Sales of Goods Act 1979; 

17.4 section 26 of the Unfair Contract Terms Act 1977 shall apply and notwithstanding any other clauses in these Conditions, all liabilities for injury or death arising directly or indirectly from the use of the Goods are expressly excluded; and 

17.5 payment shall be by way of confirmed irrevocable letter of credit to be opened at a bank nominated by the Company and at the Customer’s expense. 

18. GENERAL 

18.1 Notices 

18.1.1 Any notice to be given by one party to the other under or in connection with the Contact 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) and, in respect of email to the Company at T&C@ www.blaeu.co.uk, or such other address or email address as may be agreed between the parties provided that such agreement by the Company is by a board member, and shall be delivered personally or sent by pre-paid first-class post or other next working day delivery service, airmail, or by commercial courier or email. 

18.1.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause18.1; if sent by pre-paid first- class post or recorded delivery, at 9.00 am on the second Working Day after posting; if by airmail 5 days after the date of posting and 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 Working Day after transmission. 

18.1.3 The provisions of Clauses 18.1.1 and 18.1.2 shall not apply to the service of any proceedings or other documents in any legal action. 

18.2 Assignment and other dealings: The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Customer shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract without the prior written consent of the Company. 

18.3 Entire agreement: The Contact constitutes the entire agreement between the parties with respect to all matters referred to herein. 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 Company (whether oral or in writing) which is not set out in the Contract. All other understandings, agreements, warranties, conditions, terms or representations whether express or implied (whether by statute, common law or otherwise) are excluded to the fullest extent permitted by law. 

18.4 Third party rights: A party who is not a party to the Contract shall not have any rights under or in connection with it. 

18.5 Waiver: A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 preclude or restrict the further exercise of that or any other right or remedy. 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. 

18.6 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 shall not affect the validity and enforceability of the rest of the Contract. 

18.7 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 

18.8 Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company. 

18.9 Governing law and jurisdiction: The Contract 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 the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).