Terms and Conditions
Account customers payment terms are 30 days credit following month of invoice. Non-account customers are subject to a pro-forma invoice. Pro-forma invoice can be paid by the following methods; cheque or BACS, which takes three days to clear, CHAPS payment which clears immediately, however your bank will submit a small charge for this service, or card payment, we accept most cards. NB: Pro-forma goods cannot be manufactured or dispatched until funds are cleared to Alexandra Security Limited.
Alexandra Security Limited
Five Oak Green
Telephone: 01892 833001
Facsimile: 01892 833004
Opening Hours and Delivery
Our opening hours are 7.00am-4.00pm, Monday to Friday.
On all stock items we offer a delivery service to any UK mainland site within three working days, we also offer a HIAB offload facility for bulky items such as large gates. Smaller items and pallet deliveries are despatched on an overnight courier, if required for next day delivery they must be ordered before midday.
Service & Accreditations
We are dedicated to giving our customers the best service possible from first point of call right through to the delivery process. We treat every customer with the respect and efficiency they deserve to create an excellent sales experience.
We also offer a sales representative appointment service to assist you in any area of the security market. Our knowledgeable sales team are also here to help you with any situation. Safety and security is paramount to us - that’s why we are registered to a number of health and safety and construction schemes.
Alexandra Terms & Conditions of Supply
In these terms and conditions:
1.1 “Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
1.2 “The Company” means Alexandra Security Limited (Registered Company No: 08524615) of Perimeter Works, Whetsted Road, Five Oak Green, Tonbridge, Kent, TN12 6PZ.
1.3 “Contract” means a contract between the Company and the Customer for the sale and purchase of Goods.
1.4 “The Customer” means any person, firm, company or other legal entity requiring goods from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
1.5 “Force Majeure Event” is defined in clause 20.1.1.
1.6 “Goods” means any products in the Contract to be supplied by the Company to the Customer.
1.7 “Goods Specification” means any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and the Company.
1.8 “Order” means the Customer’s order for the supply of Goods, as set out in the purchase invoice form or express written instruction including any email or any approved Order Confirmation signed by the Customer.
1.9 “Order Confirmation” means a document produced by the Company for the Customer to sign-off on or provided written confirmation that they agree to it.
1.10 “Terms and Conditions” means these terms and conditions for the sale of Goods and any special terms that may be agreed in writing by the Company on any packaging of any Goods or at the Company’s premises.
In these terms and conditions, the following rules apply:
2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended
2.4 or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under
2.5 that statute or statutory provision, as amended or re-enacted;
2.6 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
2.7 a reference to writing or written includes faxes and e-mails.
3. APPLICABILITY OF THESE TERMSAND CONDITIONS
3.1 These terms and conditions shall be incorporated into all Contracts and shall apply in place of and prevail over any terms and conditions contained or referred to in any communication from the Customer or implied by trade, custom or practice or course of dealing. Other purported terms and conditions which the Customer seeks to impose or incorporate are expressly rejected by the Company.
3.2 Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless expressly agreed in writing by the Company.
3.3 In the event of a conflict between these terms and conditions and the Company’s consequential loss waiver then, these terms and conditions shall prevail.
4. ORDERS AND CONTRACTS
4.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these terms and conditions.
4.2 The Order shall only be deemed to be accepted at the point the Customer issues written acceptance of the Order Confirmation
4.3 The Contract constitutes 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 Company which is not set out in the Contract.
4.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Goods or illustrations contained in the Company’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
4.5 The Customer should contact the Company if they wish to have goods supplied outside of the UK.
4.6 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.7 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue unless the Company expressly agrees otherwise.
5.1 Description of the Goods in any catalogue, price list or any other material shall not form part of the Contract.
5.2 Any description or sample of the Goods is by way of identification only and does not constitute a sale by description or sample.
5.3 The description and quantity of the Goods shall be set out in a quotation.
5.4 The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.5 The Company reserves the right to make changes to the specification of the Goods to allow for certain tolerances provided that the tolerances do not affect the quality or fitness for purpose of the Goods.
6. DELIVERY OF GOODS
6.1 The Company shall ensure that:
6.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, 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
6.1.2 if the Company requires the Customer to return any packaging material 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.
6.2 The Company shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree at any time after the Company notifies the Customer that the Goods are ready.
6.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
6.4 The Customer shall be bound to make arrangements for the delivery of the Goods whenever they are tendered for delivery.
6.5 The Customer shall ensure that delivery is to an area that is safe, suitable and accessible by the Company or its carriers.
6.6 Delivery of the Goods is estimated on the delivery date at the time of the acceptance of the quotation.
6.7 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall have no liability for any delay or failure to deliver the Goods to the extent that such delay or failure 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.
6.8 If the Customer fails to accept or take delivery of the Goods within 45 Business Days of the Company notifying the Customer that the Goods are ready, 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:
6.8.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 46th Business Day following the day on which the Company notified the Customer that the Goods were ready; and
6.8.2 the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.9 If 46 Business Days after the Company notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken 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.
6.10 The Company may deliver the Goods by instalments which will appear on a single invoice. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. ACCEPTANCE OF THE GOODS
The Customer shall be under a duty to inspect the Goods on delivery or on collection by the Customer as the case may be. Acceptance of the Goods shall be deemed to have occurred within one working day after delivery or collection.
8. QUALITY OF GOODS
8.1 The Company warrants that on delivery the Goods shall:
8.1.1 conform with their description and any applicable Goods Specification;
8.1.2 be free from material defects in design, material and workmanship;
8.2 Subject to clause 8.3, if:
8.2.1 the Customer gives notice in writing within four working days of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
8.2.2 the Company is given a reasonable opportunity of examining such Goods; and
8.2.3 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.
8.3 The Company shall not be liable for the Goods’ failure to comply with the warranty in clause 8.1 if:
8.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 8.2;
8.3.2 the defect arises because the Customer failed to follow the Customer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
8.3.3 the defect arises as a result of the Company following any drawing, design or Goods Specification supplied by the Customer; including when the Customer has given written approval of the Company’s drawings.
8.3.4 the Customer alters or repairs such Goods without the written consent of the Company;
8.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
8.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
8.4 Except as provided in this clause 8, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.
8.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under clause 8.2.
9. TITLE AND RISK
9.1 The risk in the Goods shall pass to the Customer on completion of delivery.
9.2 Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:
9.2.1 the Goods; and
9.2.2 any other goods that the Company has supplied to the Customer in respect of which payment has become due.
9.3 Until title to the Goods has passed to the Customer, the Customer shall:
9.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
9.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
9.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery;
9.3.5 not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company if the Customer does so, all sums whatever owing by the Customer to the Company shall become due and payable;
9.3.6 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 in full and funds have cleared. 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 16.1.2 to clause 16.1.13, 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:
220.127.116.11 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product;
18.104.22.168 recover the Price and VAT notwithstanding that property in any of the Goods has not passed from the Company; and
22.214.171.124 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.
10.1 The Company shall not be liable for any loss or damage caused by any carrier engaged in loading, unloading or transporting the Goods and any carrier engaged by the Customer shall be acting as the Customer’s agent.
10.2 The Customer shall indemnify the Company against all claims and demands made against the Company by any carrier of the Customer or by any other person for all liability arising out of the loading, unloading or transportation of the Goods.
10.3 This clause shall apply mutatis mutandis where the Company is authorised by the Customer to engage a carrier to transport the Goods.
11. CUSTOMER’S OBLIGATIONS
11.1 The Customer shall:
11.1.1 ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
11.1.2 co-operate with the Company in all matters relating to the Goods;
11.1.3 provide the Company with such information and materials as the Company may reasonably require to supply the Goods, and ensure that such information is accurate in all material respects.
12. PRICE AND PAYMENT
12.1 The price of the Goods is set out in the Company’s price list or in quotations.
12.2 These prices are exclusive of VAT.
12.3 The prices for the Goods exclude delivery costs, which will be added to the total amount due.
12.4 Unless otherwise agreed in writing between the Customer and the Company, payment will be due strictly within 30 days from the end of the month in which the invoice is issued. The Company reserves the right to commence legal proceedings once this time has passed.
12.5 The Company accepts payment via PayPal and with all major credit and debit cards except American express.
12.6 Surcharges may apply if Paypal or credit cards are used.
12.7 The Customer’s rights to a refund on cancellation are set out in clause 17.
12.8 If the Customer does not make any payment due to the Company by the due date for payment, the Company may charge interest on the overdue amount at the rate of 4% above the base lending rate of HSBC Bank PLC from time to time in force. This interest shall accrue on a weekly basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer must pay the interest together with any overdue amount.
12.9 Where a Customer disputes an invoice in good faith and contacts the Company promptly after having received an invoice that it disputes, clause 12.8 will not apply for the period of the dispute.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights in or arising out of or in connection with the Goods shall remain at all times the property of the Company.
13.2 You may not reproduce, copy, duplicate, transmit, publish, display, distribute or sell any material from the Company website or Company literature. You may not use the Company website or their content for any commercial purpose; including the collection and use of any listings, descriptions, prices, make any derivative or commercially exploitative use of this website or its content, download or copy account information, use any data mining, robots or similar data gathering and extraction tool without the explicit written consent of the company. Any unauthorised use terminates any permission’s granted.
13.3 All Company Materials are the exclusive property of the Company.
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, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and
shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. 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 14 shall survive termination of the Contract.
15. LIMITATION OF THE COMPANY’S LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE AND THE COMPANY’S CUSTOMER TO CONSEQUENTIAL LOSS WAIVER
15.1 The Company limits its liability to the maximum extent permitted by law.
15.2 The Company’s liability shall be limited at its option to replacing the whole or any part of any Goods found to be damaged or otherwise defective or refunding or crediting the purchase price or a pro rata portion of the purchase price of the Goods of which the defective Goods form part.
15.3 Nothing in these Conditions shall limit or exclude the Company’s liability for:
15.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
15.3.2 fraud or fraudulent misrepresentation;
15.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
15.3.4 breach of the terms implied by section 12 of the Sale of Goods Act
1979 (title and quiet possession); or
15.3.5 defective products under the Consumer Protection Act 1987.
15.4 Subject to clause 15.1:
15.4.1 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 of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
15.4.2 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 £1,000.
15.5 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.
15.6 This clause 15 shall survive termination of the Contract.
16.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
16.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
16.1.2 the other party 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 or limited liability partnership) 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;
16.1.3 the other party 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
16.1.4 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 other party (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;
16.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
16.1.6 a creditor or encumbrancer of the other party 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 14 days;
16.1.7 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 other party (being a company);
16.1.8 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
16.1.9 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;
16.1.10 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 16.1.2 to clause 16.1.9 (inclusive);
16.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
16.1.12 the other party’s financial position deteriorates to such an extent that in the Company’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
16.1.13 the other party (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.
16.2 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
16.3 Without limiting its other rights or remedies, the Company may suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause
16.1.2 to clause 16.1.13, or the Company reasonably believes that the Customer is about to become subject to any of them.
16.4 On termination of the Contract for any reason:
16.4.1 the Customer shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
16.4.2 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 the Contract which existed at or before the date of termination or expiry; and
16.4.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
17. CANCELLATION AND APPLICABLE REFUND
17.1 Before the Goods are delivered, the Customer has the following rights to cancel an Order for Goods, including where the Customer chooses to cancel because the Company is affected by a Force Majeure Event or has changed these Terms and Conditions to the Customer’s material disadvantage:
17.1.1 Where an Order has been placed from a distance, for example online or by telecommunications, by a Customer dealing as a consumer, the Customer may cancel any Order for Goods within 7 calendar days of having received the goods. The Company will confirm the cancellation in writing.
17.1.2 If the Customer cancels an Order under clause 17.1.1 and has made any payment in advance for Goods that have not been delivered, the Company will refund these amounts.
17.1.3 If the Customer cancels an Order under clause 17.1.1 and the Company has already started work on the Order by that time, the Customer will pay any costs reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due or, if no refund is due, invoiced to the Customer. The Company will inform the Customer what these costs are when contacted by the Customer. Where the Customer has cancelled an Order due to the Company’s failure to comply with these Terms and Conditions (except where the Company has been affected by a Force Majeure Event), the Customer will not have to make any payment to the Company.
17.1.4 If the Customer cancels an Order for Goods under clause 17.1.1 and the Company has already despatched the Goods, the Order cannot be cancelled until it is delivered or collected. In this case, if the Goods are returned, the Company will charge for the cost of collection or the Customer will have to pay the cost of returning the Goods. This will not affect the Customer’s refund for the Goods, but any charge for collection will be deducted from the refund that is due.
17.2 Subject to clause 17.1, the Company reserves the right to impose a handling charge of a minimum of 15% on the price of returned Goods.
18. THE COMPANY’S RIGHT TO CANCELLATION AND APPLICABLE REFUND
18.1 If the Company cancels an Order for Goods before the Goods are delivered:
18.1.1 The Company may have to cancel an Order before the start date for before the Goods are delivered, due to a Force Majeure Event or the unavailability of stock. The Company will promptly contact the Customer if this happens.
18.1.2 If the Company cancels an Order under clause 18.1.1 and the Customer has made any payment in advance for Goods that have not been delivered, the Company will refund these amounts.
19. COMMUNICATIONS BETWEEN US
19.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
19.2 If you are a consumer:
19.2.1 To cancel a Contract in accordance with your legal right to do so as set out in clause 17 you must contact us in writing by sending an e-mail to firstname.lastname@example.org or by sending a letter to Perimeter Works, Whetsted Road, Five Oak Green, Tonbridge Kent, TN12 6PZ. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.
19.2.2 If you wish to contact us in writing for any other reason, you can send this to us by e-mail or by pre-paid post to Alexandra Security Limited at Perimeter Works, Whetsted Road, Five Oak Green, Tonbridge Kent, TN12 6PZ or via email at email@example.com.
19.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
19.4 If you are a business:
19.4.1 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, e-mail, or posted on our website.
19.4.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission; or, if posted on our website, immediately.
19.4.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19.4.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. ADDITIONAL PROVISIONS
20.1 Force majeure:
20.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company 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 Companies or subcontractors.
20.1.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
20.1.3 If the Force Majeure Event prevents the Company from providing any of the Goods for more than four weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
20.2 Assignment and subcontracting:
20.2.1 The Company may at any time assign, transfer, 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.
20.2.2 The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
20.3 Waiver and cumulative remedies:
20.3.1 A waiver of any right under the Terms and Conditions 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 the Terms and Conditions 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.
20.3.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
20.4.1 If a court or any other competent authority finds that any provision of the Terms and Conditions (or part of any provision) are 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 the Terms and Conditions shall not be affected.
20.4.2 If any invalid, unenforceable or illegal provision of the Terms and Conditions 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.
20.5 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.
20.6 The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
20.7 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Company.
20.8 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, English law, and the parties irrevocably submit to
the exclusive jurisdiction of the English Courts.
20.9 If any dispute or difference shall arise between the Company and the Customer as to the meaning of the Contract or any matter or thing arising out of or connected with the Contact then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties or in default of agreement within 21 days of the service upon one party of the written request to concur in such appointment by the President for the time being of the Chartered Institute of Arbitrators.
20.10 The Company reserves the right to amend these Terms and Conditions from time to time by posting updated versions on its website