Fastline Steel Services UK Ltd – Terms and Conditions
The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.7.
Contract: the contract between Fastline and the Customer for the supply of Goods and/or Services in accordance with these Conditions and the Order.
Customer: the person or firm who purchases the Goods and/or Services from Fastline.
Customer Default: has the meaning given in clause 8.2.
Delivery Location: has the meaning given in clause 4.2.
Fastline: the person or firm who has agreed to supply the Goods and/or Services as set out in the Order or, if no such party is set out in the Order, Fastline Steel Services UK Limited registered in England and Wales with company number 08553719.
Fastline Materials: has the meaning given in clause 8.1(h).
Force Majeure Event: has the meaning given to it in clause 16.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Fastline.
Guarantee: the guarantee between Fastline and the Guarantee to be entered into on or around the Commencement Date in a form acceptable to Fastline or such replacement guarantee as may be accepted by Fastline from time to time.
Guarantor: the person or company specified in the Order or as notified to the Customer by Fastline.
Intellectual Property Rights: patents, rights to inventions, copyright, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights whatsoever.
Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or the Customer's written acceptance of Fastline's quotation, or overleaf, as the case may be.
Services: the installation of the Goods or repair services, supplied by Fastline to the Customer as set out in the Order.
Service Specification: the description or specification for the Services provided in writing by Fastline to the Customer.
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(c) A reference to a party includes its personal representatives, successors and permitted assigns.
(d) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(e) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(f) A reference to writing or written excludes fax and email.
(g) A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Fastline issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Fastline and any descriptions of the Goods or illustrations or descriptions of the Services contained in Fastline's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Fastline shall not constitute an offer, and is only valid for a period of 14 days from its date of issue.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance or offer, invoice or other document or information issued by Fastline shall be subject to correction without liability on Fastline.
2.7 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2.8 The Customer acknowledges that it has not relied on, and shall have no remedies in respect of, any statement, promise, representation, assurance or warranty (whether made innocently or negligently) which is not set out in this Contract.
2.9 No Order which has been accepted by Fastline may be cancelled by the Customer except with the agreement in writing of Fastline and provided that the Customer shall indemnify Fastline in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, the cost of labour and materials used, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Fastline as a result of cancellation. Fastline is not bound to agree to any such cancellation and may complete such Order even if the Customer purports to cancel it.
2.10 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify Fastline 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Fastline arising out of or in connection with any claim made against Fastline for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Fastline's use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Fastline reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Fastline shall notify the Customer in any such event.
3.4 The Customer is advised to review its Order with a structural engineer or other professional in order to confirm the design, sizes and site conditions are suitable for the Customer’s purposes.
4. Delivery of Goods
4.1 Fastline shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, 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
(b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to Fastline. The Customer shall make any such packaging materials available for collection at such times as Fastline shall reasonably request. Returns of packaging materials shall be at Fastline's expense.
4.2 Fastline 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 Fastline notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. The Customer shall be fully responsible for the unloading of the Goods at the Delivery location and must arrange for sufficient resources to be available to unload the Goods.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Fastline 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 Fastline with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Any shortfall in the delivery of the Goods must be notified to Fastline in writing within 24 hours of delivery.
4.6 If Fastline 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. Fastline shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, a Customer Default or the Customer's failure to provide Fastline with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7 If the Customer fails to take delivery of the Goods within three Business Days of Fastline notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Fastline's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Fastline notified the Customer that the Goods were ready; and
(b) Fastline shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten Business Days after Fastline notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Fastline 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.
4.9 Fastline may deliver the Goods by instalments, which shall be invoiced and paid for separately. 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.
5. Quality of Goods
5.1 Fastline warrants that on delivery the Goods shall:
(a) conform in all material respects with their description and any applicable Goods Specification; and
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, Fastline shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) Fastline is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by Fastline) returns such Goods to Fastline's place of business at Fastline's cost.
5.3 Fastline shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow Fastline'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;
(c) the defect arises as a result of Fastline following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of Fastline;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, Fastline shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Fastline.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Fastline receives payment in full (in cash or cleared funds) for the Goods and any other goods that Fastline has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Fastline's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Fastline's behalf from the date of delivery;
(d) notify Fastline immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and
(e) give Fastline such information relating to the Goods as Fastline may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Fastline receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as Fastline’s agent; and
(b) title to the Goods shall pass from Fastline to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, Fastline may:
(a) by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.
7. Supply of Services
7.1 Fastline shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 Fastline shall use reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 Fastline will not be liable for any loss (whether direct, consequential or otherwise) which may be caused by any delay in the completion of the Services.
7.4 Fastline will not be liable for any loss, direct, consequential or otherwise which may be caused by any delay in the preparation of reports by third parties required as part of the Services.
7.5 Fastline reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Fastline shall notify the Customer in any such event. Any such amendment will be binding even where such notice has not been provided to the Customer by Fastline.
7.6 Fastline warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in relation to the Services and in the Service Specification and the Goods Specification are complete and accurate;
(b) co-operate with Fastline in all matters relating to the Services;
(c) provide Fastline, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Fastline to provide the Services;
(d) provide Fastline with such information and materials as Fastline may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) promptly obtain and maintain all necessary licences, permissions, clearances and consents which may be required for the supply of the Goods or the provision of the Services and, at its own cost, provide to Fastline, or (where local laws or regulations require Fastline to do so) assist Fastline in procuring, any documents necessary under applicable laws and regulations for Fastline to export the Goods to the Delivery Location or provide the Services in accordance with such laws and regulations;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of Fastline (Fastline Materials) at the Customer's premises in safe custody at its own risk, maintain the Fastline Materials in good condition until returned to Fastline, and not dispose of or use the Fastline Materials other than in accordance with Fastline’s written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification and the Goods Specification.
8.2 If Fastline's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Fastline shall have the right to suspend 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 in each case to the extent the Customer Default prevents or delays Fastline's performance of any of its obligations;
(b) Fastline shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Fastline's failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse Fastline on written demand in full for any costs or losses sustained or incurred by Fastline arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 The price for Goods and Services:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in Fastline’s published price list as at the date of delivery; and
(b) shall be exclusive of all costs and charges of packaging, unloading, insurance, transport of the Goods and customs, handling, import and export duties, which shall be invoiced to the Customer.
9.2 Fastline reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Fastline that is due to:
(a) any factor beyond the control of Fastline (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Fastline adequate or accurate information or instructions in respect of the Goods.
9.3 In respect of Goods, unless specified otherwise in the Order Fastline shall invoice the Customer on or at any time after completion of delivery and the Customer shall pay each invoice submitted by Fastline:
(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by Fastline and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by Fastline.
9.4 In respect of Services, Fastline shall invoice the Customer on completion of the Services and the Customer shall pay such invoice as follows:
(a) Each invoice becomes due and payable by the Customer (without any deduction and including VAT) upon presentation of the invoice to the Customer (Due Date). Fastline’s invoice shall be the payment notice required by section 110A(1) Part II of the Construction Act (Fastline’s Payment Notice).
(b) Not later than 5 days after the Due Date, the Customer shall notify Fastline of the amount that the Customer considers to be due and on which that amount is calculated (Customer’s Payment Notice).
(c) The final date for payment of the invoice by the Customer shall be 30 days after the Due Date (Final Date for Payment). The Customer shall pay in full and in cleared funds to a bank account nominated in writing by Fastline
(d) Unless a notice is served in accordance with clause 9.4(f), the Customer shall pay Fastline:
(i) the sum referred to in the Customer’s Payment Notice; or
(ii) where the Customer has not served the Customer’s Payment Notice, the sum set out in Fastline’s Payment Notice on or before the Final Date for Payment.
(e) Not fewer than 3 days before the Final Date for Payment (Prescribed Period) the Customer may give Fastline notice of its intention to pay less than the sum stated in Fastline’s Payment Notice (Pay Less Notice). Any Pay Less Notice shall specify the sum that the Customer considers to be due and the basis on which that sum is calculated on the date that the notice is issued.
(f) On serving a valid Pay Less Notice, the Customer’s obligation to make payment shall be limited to the sum specified in the Pay Less Notice.
9.5 The Customer shall pay each invoice submitted by Fastline in pounds sterling.
9.6 Time for payment shall be of the essence of the Contract.
9.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax or any equivalent tax chargeable in the UK or elsewhere from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Fastline to the Customer, the Customer shall, on receipt of a valid VAT invoice from Fastline, pay to Fastline such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.8 If the Customer fails to make a payment due to Fastline under the Contract by the due date (in the case of Goods) or the Final Date for Payment (in the case of Services), then, without limiting Fastline's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date or the Final Date for Payment (as the case may be) until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.1 If the Order specifies that the Customer is to provide the Guarantee or Fastline otherwise requires that the Customer provides the Guarantee prior to the supply of Goods and/or Services, within 5 Business Days of the Commencement Date the Customer shall procure that the Guarantor shall:
(a) execute and deliver to the Customer the Guarantee; and
(b) deliver to Fastline a certified copy of the board minutes of the Guarantor approving the execution of the Guarantee.
10.2 Breach of clause 10.1 by the Customer shall be deemed a material breach under clause 14.1(a).
11. Intellectual property rights
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Fastline.
11.2 The Customer grants Fastline a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Fastline for the term of the Contract for the purpose of providing the Services to the Customer.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in these Conditions limits or excludes any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or section 12 of the Sale of Goods Act 1979 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1, Fastline shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; or
(g) any indirect or consequential loss.
13.3 Subject to clause 13.1, Fastline's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to 100% of the total charges paid under the Contract.
13.4 The terms implied by statute, common law or otherwise (including sections 13 to 15 of the Sale of Goods Act 1979 and 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.
13.5 Fastline shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for, or be deemed to have knowledge of, the site at which the Goods are to be delivered and/or Services are to be performed, its physical and other conditions (including the sub-surface conditions), its surroundings and all existing structures, obstructions, drains, cables, conduits and the like therein. The Customer acknowledges that Fastline may rely on information provided to it in respect of such site and its conditions therein by the Customer or by a third party on behalf of the Customer. Fastline shall have no liability in respect of incorrect or false information provided to it nor shall it have any liability to the Customer for reliance on or for use of such information.
13.6 Fastline accepts no liability for this Contract if charges remain unpaid:
(a) in respect of Goods, after the due date for payment; or
(b) in respect of Services, the Final Payment Date (as defined in clause 9.4(c).
13.7 This clause 13 shall survive termination of the Contract.
14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.2 Without affecting any other right or remedy available to it, Fastline may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment
14.3 Without affecting any other right or remedy available to it, Fastline may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Fastline if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or Fastline reasonably believes that the Customer is about to become subject to any of them.
15. Consequences of termination
15.1 On termination of the Contract:
(a) the Customer shall immediately pay to Fastline all of Fastline's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Fastline shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Fastline Materials and Goods which have not been fully paid for. If the Customer fails to do so, then Fastline 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.
15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
16. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
17.1 Assignment and other dealings
(a) Fastline may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Fastline.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, in English and shall be: (i) delivered by hand; (ii) by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); (iii) by pre-paid airmail; or (iv) by email to the address set out in the Order.
(b) Any notice or other communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) 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 or at the time recorded by the delivery service; (iii) if sent by pre-paid airmail, at 9.00am on the fourth Business Day after posting; or (iv) if sent by email, at the time of transmission.
(c) If deemed receipt under clause 17.2(b) would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 17.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(d) This clause 17.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.3 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 17.3 shall not affect the validity and enforceability of the rest of the Contract.
17.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
17.6 Third parties rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
17.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
(a) Save as provided for in clause 17.9(b), each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
(b) Fastline may issue proceedings (whether concurrently or not with proceedings referred to in clause 17.9(a)) against the Customer in the Delivery Location to the extent permitted by the law applicable in that jurisdiction.
(c) To the extent permitted by law:
(i) the Convention on the International Sale of Goods 1980 and all international and domestic legislative (or other) implementations of that Convention; and
(ii) the Uniform Laws on International Sales Act 1967,
shall not apply in relation to the Contract.
17.10 Language. The language of the Contract is English. All documents, notices, waivers, variations and other written communications relating to the Contract shall be in English. If the Contract and any document relating to it is translated, the English version shall prevail.
17.11 Disputes. If a dispute or difference arises between the Customer and Fastline out of or in connection with the Contract in relation to the provision of the Services, either party may refer that dispute to adjudication where Part 1 of the Scheme for Construction Contracts (England) Regulations 1998 (as amended) shall apply to the procedures to be adopted in any such adjudication.