Register

Standard Conditions of Sale of Hunter Douglas UK Trade Ltd

1. Definitions and interpretation

• Hunter Douglas UK Trade Limited is a company registered in England and Wales whose company registration number is 3438260 and whose registered office is Darwin Building, 2 Colwick Quays Business Park, Private Road No. 2, Nottingham, Nottinghamshire, NG4 2JY
• Arena is a trading name of Hunter Douglas UK Trade Limited.

• Business Day: shall mean a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

• Conditions: shall mean these terms and conditions as amended from time to time in accordance with Condition 14.10 below.
• Contract: shall mean the contract between Hunter Douglas UK Trade Ltd and the Customer for the supply of Goods in accordance with these Conditions.
• Customer: shall mean any person (which includes any individual, partnership, unincorporated business or incorporated business) to whom Hunter Douglas UK Trade Ltd shall agree to sell Goods.
• Delivery Location: shall have the meaning as set out in Condition 5.1.1 below.
• Force Majeure Event: shall have the meaning given to it in Condition 13.1 below.
• Goods: shall mean the goods (including any instalment of the goods or any part of them) which Hunter Douglas UK Trade Ltd is to supply in accordance with these Conditions.
• Order: shall mean the Customer's order for the supply of Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of Hunter Douglas UK Trade Ltd’s quotation or overleaf (as the case may be).
• Specification: shall mean any specification for the Goods (including any related drawings and plans) that is agreed in writing by the Customer and Hunter Douglas UK Trade Ltd.
• In these Conditions, the following rules apply:
• a person includes a natural person, corporate or unincorporated body (whether having separate legal personality or not);
• a reference to a party includes its successors or permitted assigns;
• a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
• 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.

2. Basis of contract

• 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.
• The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. As the Goods are bespoke and made-to-measure to the Customer’s requirements, the Customer may not (subject to Conditions 11.2 and 11.3 below) cancel any Order once placed and accepted by Hunter Douglas UK Trade Ltd.
• All orders shall be in writing. The Order shall only be deemed to be accepted by Hunter Douglas UK Trade Ltd when Hunter Douglas UK Trade Ltd issues a written acceptance of the Order, at which point the Contract shall come into existence.
• The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
• Any samples, drawings, descriptive matter or advertising produced by Hunter Douglas UK Trade Ltd and any descriptions or illustrations contained in Hunter Douglas UK Trade Ltd’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract or have any contractual force.
• Any quotation for the Goods given by Hunter Douglas UK Trade Ltd shall be regarded as an invitation to treat and shall not constitute an offer, and is only valid for a period of 90 Business Days from its date of issue. Each Order or acceptance of such a quotation by the Customer shall be deemed to be an offer by the Customer to buy the Goods subject to these Conditions.
• If a Contract has not been concluded between Hunter Douglas UK Trade Ltd and the Customer within a period of ninety days from the date of the quotation for the Goods given by Hunter Douglas UK Trade Ltd, Hunter Douglas UK Trade Ltd reserves the right (subject to the Goods not being withdrawn) to re-quote for such Goods and Hunter Douglas UK Trade Ltd may at its discretion refuse to accept any Order which constitutes part only of the Goods forming the subject of the quotation.
• Unless expressly set out in these Conditions or otherwise made by Hunter Douglas UK Trade Ltd in writing, Hunter Douglas UK Trade Ltd's employees or agents are not authorised to make any representations in respect of the Goods. In placing an Order the Customer acknowledges that it does not rely on and waives any claim for breach of any representations in respect of the Goods other than those expressly set out in these Conditions or otherwise made in writing by Hunter Douglas UK Trade Ltd.
• Any advice or recommendation given by Hunter Douglas UK Trade Ltd or any of its employees and/or agents to the Customer or any of its employees and/or agents as to the storage, application or use of the Goods, which is not confirmed in writing by Hunter Douglas UK Trade Ltd, is followed or acted upon entirely at the Customer's own risk and, accordingly, Hunter Douglas UK Trade Ltd shall not be liable for any such advice or recommendation which is not confirmed in writing by Hunter Douglas UK Trade Ltd.
• If the Customer is required to complete a credit application online, the Customer warrants that the person responsible for filling out and confirming the application is authorised to act on their behalf.

3. Goods

• The Goods are described in the Specification and/or the Order (as the case may be).
• To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Hunter Douglas UK Trade Ltd 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 Hunter Douglas UK Trade Ltd in connection with any claim made against Hunter Douglas UK Trade Ltd for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Hunter Douglas UK Trade Ltd's use of the Specification. This Condition 3.2 shall survive termination of the Contract.
• Hunter Douglas UK Trade Ltd reserves the right to amend the Specification or specification for the Goods set out in the Order (as the case may be) if required by any applicable statutory or regulatory requirements.

4. Customer’s obligations

• The Customer shall:
• ensure that the terms of the Order and (if submitted by the Customer) the Specification are complete and accurate;
• provide Hunter Douglas UK Trade Ltd and all its representatives with all rights of access required to complete delivery of the Goods;
• co-operate with Hunter Douglas UK Trade Ltd in all matters relating to the Goods; and
• maintain all property of Hunter Douglas UK Trade Ltd (“Hunter Douglas UK Trade Ltd Materials”) at the Customer's premises in safe custody at its own risk, maintain all Hunter Douglas UK Trade Ltd Materials in good condition, and not dispose of or use any Hunter Douglas UK Trade Ltd Materials other than in accordance with Hunter Douglas UK Trade Ltd's written instructions.

5. Delivery

• Where it has been agreed that the Goods will be delivered to the Customer:
• Hunter Douglas UK Trade Ltd shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Hunter Douglas UK Trade Ltd 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;
• delivery shall be to the location specified by the Customer in the Order. Hunter Douglas UK Trade Ltd shall not be bound to deliver to any other location but, in the event of any written agreement between Hunter Douglas UK Trade Ltd and the Customer for Hunter Douglas UK Trade Ltd to deliver to any alternative location, the Customer will, in addition to the price of the Goods, be charged for any increased costs incurred by Hunter Douglas UK Trade Ltd in connection with delivery to the alternative location;
• nothing precludes Hunter Douglas UK Trade Ltd from arranging the delivery of the Goods to the Customer in advance of any delivery date(s) and/or time(s) quoted by Hunter Douglas UK Trade Ltd;
• the Customer will ensure that Hunter Douglas UK Trade Ltd is given all access required to deliver the Goods at the applicable delivery location;
• delivery dates and times (where given by Hunter Douglas UK Trade Ltd): (i) are quoted in good faith by Hunter Douglas UK Trade Ltd and are based upon the date of the receipt of the Order; but (ii) are not guaranteed, and time of delivery is not of the essence. Hunter Douglas UK Trade Ltd 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 Hunter Douglas UK Trade Ltd with the required access to the delivery location, adequate delivery instructions and/or any other instructions that are relevant to the supply of the Goods;
• if Hunter Douglas UK Trade Ltd 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;
• delivery of the Goods shall be deemed to have taken place when the Customer takes possession of the Goods;
• the Customer shall have a period of seven (7) days from delivery to examine the Goods for damage, shortages or defects and to notify Hunter Douglas UK Trade Ltd in writing of any intention to reject them on any of these grounds. The Customer shall indemnify Hunter Douglas UK Trade Ltd against any loss suffered because of Hunter Douglas UK Trade Ltd’s inability to claim against the carriers as a result of breach of this Condition 5.1.8 by the Customer. If this 7-day period expires without the Supplier receiving from the Customer any intimation of rejection of the Goods, the Customer will be deemed to have accepted the Goods according to section 35(1) of the Sale of Goods Act 1979 and will therefore be bound to pay the price for the Goods (and all incidental costs or expenses or sale);
• if the Customer does not take delivery of the Goods within 10 Business Days of notification by Hunter Douglas UK Trade Ltd that the Goods are ready, the Goods shall be deemed to be delivered on the 11th Business Day following such notification. Unless there has been a Force Majeure Event or Hunter Douglas UK Trade Ltd has failed to comply with its obligations under the Contract: (i) the Goods shall be deemed to be delivered at 9:00am on the 11th Business Day following the day on which Hunter Douglas UK Trade Ltd notified the Customer that the Goods were ready; and (ii) Hunter Douglas UK Trade Ltd shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance);
• if 20 Business Days after the day on which Hunter Douglas UK Trade Ltd notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, Hunter Douglas UK Trade Ltd 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; and
• Hunter Douglas UK Trade Ltd may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
• Where the Customer requires the Goods to be exported, the Goods shall be supplied by Hunter Douglas UK Trade Ltd on a free on board (f.o.b.) basis (unless otherwise agreed in writing between Hunter Douglas UK Trade Ltd and the Customer) but the responsibility of Hunter Douglas UK Trade Ltd for the Goods shall cease immediately when the Goods are placed on board ship and Hunter Douglas UK Trade Ltd shall be under no liability to give the Customer the notice specified in section 32(3) of the Sale of Goods Act 1979.
• In the event that the Goods are to be collected by the Customer, the risk in the Goods shall pass to the Customer at the time of such collection and no liability will be accepted by Hunter Douglas UK Trade Ltd for any damage to the Goods notified to Hunter Douglas UK Trade Ltd after the time of their collection unless such damage was not apparent from a reasonable inspection on collection by the Customer.
• The Goods shall be packed and marked in a proper manner and in accordance with any instructions in the Order, any statutory requirements and any requirements of the carrier. All packaging materials shall be considered non-returnable.

6. Title and risk

• The risk in the Goods shall pass to the Customer from the date of notification by Hunter Douglas UK Trade Ltd that the Goods are ready.
• Legal and beneficial title to the Goods shall not pass to the Customer until the Customer shall have paid in full (in cash or cleared funds) the price of the Goods (and any incidental costs and expenses of sale including the various costs listed in Conditions 7.2 and 7.3 below) and the price of any other goods that Hunter Douglas UK Trade Ltd has supplied to the Customer in respect of which payment has become due.
• Until title to the Goods has passed, the Customer shall, as bailee for Hunter Douglas UK Trade Ltd:
• keep the Goods separate and distinct from any other goods in the Customer's possession, so that they remain readily identifiable as being the property of Hunter Douglas UK Trade Ltd, provided that the Customer shall be entitled to use or resell the Goods;
• not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Hunter Douglas UK Trade Ltd's behalf from the date of delivery;
• notify Hunter Douglas UK Trade Ltd immediately if it becomes subject to any of the events listed in Condition 6.6 below;;
• give Hunter Douglas UK Trade Ltd such information relating to the Goods as Hunter Douglas UK Trade Ltd may require from time to time; and
• permit Hunter Douglas UK Trade Ltd at any time during normal working hours upon request to immediately enter any premises of the Customer to ensure that the Customer is complying with this Condition 6.3 and will immediately at its own expense implement any reasonable instructions of Hunter Douglas UK Trade Ltd necessary to secure compliance.
• Until such time as the title to the Goods passes to the Customer, the Customer may in the ordinary course of the Customer's business use or sell the Goods at full market value and as principal and not as an agent for Hunter Douglas UK Trade Ltd but shall hold the benefit of any such contract for sale on trust for Hunter Douglas UK Trade Ltd to the extent of Hunter Douglas UK Trade Ltd's price for the Goods (including any incidental costs and expenses of sale) and shall accordingly account to Hunter Douglas UK Trade Ltd for such amount of the proceeds of sale on receipt.
• The Customer will keep the Goods free from and, will indemnify Hunter Douglas UK Trade Ltd against, any charge, lien or other encumbrances thereon.
• The power of the Customer to use or sell the Goods prior to title to the Goods passing to the Customer shall cease:
• immediately upon notice (whether written or oral) by Hunter Douglas UK Trade Ltd given at any time after the Customer shall have been in default for more than seven (7) days in payment of any sum whatsoever due by the Customer to Hunter Douglas UK Trade Ltd;
• if the Customer is a company, automatically upon the happening of any of the following events:
1. the appointment of a receiver or manager (including administrative receiver);
2. the convening of a meeting for the purposes of the voluntary winding up (other than for reconstruction or amalgamation);
3. the presentation of a petition to wind up the Customer or for an administration order under the Insolvency Act 1986; or
4. the summoning of a meeting under section 3 of the Insolvency Act 1986 or otherwise for the purpose of proposing any arrangement or composition with the creditors; or
• if the Customer is an individual or a firm, automatically upon the happening of any of the following events:
1. if a bankruptcy petition is presented under the Insolvency Act 1986; or
2. if the Customer applies for an order under section 253 of the Insolvency Act 1986 or calls a meeting for the purpose of making any arrangement or composition with its creditors.
• After the power of the Customer to use or sell the Goods has ceased under Condition 6.6 above, the Customer will deliver up the Goods to Hunter Douglas UK Trade Ltd and hereby irrevocably authorises Hunter Douglas UK Trade Ltd to enter any premises of the Customer or any third party where the Goods may be stored for the purpose of finding and/or taking delivery of the same and any costs incurred by Hunter Douglas UK Trade Ltd in taking any action under this Condition 6.7 shall be immediately recoverable from the Customer as a debt due from the Customer together with interest thereon from the date the debt falls due until judgement (if later).

7. Price

• The price of the Goods shall be the price set out in the Order or, if no such price is quoted, the price set out in Hunter Douglas UK Trade Ltd’s published price list prevailing at the date of the Order.
• Unless otherwise stated by Hunter Douglas UK Trade Ltd in the quotation or written acceptance of the Order, prices for Goods are in pounds sterling on an ex works basis and are exclusive of any applicable value added tax or other applicable national tax chargeable from time to time, for which the Customer shall be additionally liable.
• Where Hunter Douglas UK Trade Ltd agrees to deliver the Goods, the Customer shall be liable to pay Hunter Douglas UK Trade Ltd's charges for transportation, packaging, insurance, loading and unloading as indicated in Hunter Douglas UK Trade Ltd's published price list prevailing at the date of the Order.
• The rates and prices given in Hunter Douglas UK Trade Ltd’s published price list or in any quotation given by Hunter Douglas UK Trade Ltd are not subject to any discount, whether trade or cash, except as otherwise expressly specified in the quotation.
• Hunter Douglas UK Trade Ltd 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 to Hunter Douglas UK Trade Ltd of supplying the Goods that is due to:
• any factor beyond Hunter Douglas UK Trade Ltd’s reasonable control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or the Specification; or
• any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Hunter Douglas UK Trade Ltd adequate or accurate information or instructions in respect of the Goods.

8. Terms of payment

• In all cases: (i) payment of the price of the Goods shall be no later than the twentieth (20th) day of the month following the date of the invoice; and (ii) any additional or increased costs relating to the supply of the Goods shall be paid when invoiced by Hunter Douglas UK Trade Ltd, and time for payment shall be of the essence of the Contract. If the Customer is in default of this Condition 8.1, the Customer shall in addition pay interest upon the balance outstanding calculated on a daily basis at 3% above the Bank of England base rate from time to time in force from the date of the default until the date that payment is received.
• The Customer must query any amount on an invoice within 30 days of receipt or the Customer will be deemed to have accepted that the amount invoiced is correct and payable in full.
• The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.
• If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. Hunter Douglas UK Trade Ltd shall not suspend delivery of the Goods unless it is entitled to terminate the Contract under Condition 11.4 below for the Customer’s failure to pay any undisputed sum(s).
• In the case of Orders outside the United Kingdom and at the discretion of Hunter Douglas UK Trade Ltd, payment should be made by letters of irrevocable credit but in all other cases payment should be made by bankers draft. Credit may be given at the discretion of Hunter Douglas UK Trade Ltd but it may be withdrawn by Hunter Douglas UK Trade Ltd at its absolute discretion.
• In the event of the Customer failing to comply with the provisions for payment contained in Conditions 8.1 to 8.5 above, or in the event of any dispute or delay in payment or retention made by the Customer, this shall be regarded as a breach of condition and: (i) Hunter Douglas UK Trade Ltd shall be entitled to treat such failure as repudiation of the Contract and of all other contracts between Hunter Douglas UK Trade Ltd and the Customer and, without prejudice to all other rights of Hunter Douglas UK Trade Ltd to claim damages or any other relief, Hunter Douglas UK Trade Ltd may without notice refuse the collection of the Goods by the Customer and/or suspend any further deliveries of Goods to the Customer under the Contract or any other contract between Hunter Douglas UK Trade Ltd and the Customer without liability to the Customer for any loss or damage however arising; and (ii) all amounts owing to Hunter Douglas UK Trade Ltd by the Customer under the Contract or any other contract between Hunter Douglas UK Trade Ltd and the Customer shall become immediately due and payable.
• In the event of the Customer purporting to make payment by cheque and the cheque presented being dishonoured at first presentation (or any subsequent presentation), Hunter Douglas UK Trade Ltd reserves the right to charge the Customer a fee of £15 (exclusive of VAT) for each dishonoured cheque and to refuse to accept cheques as any form of future payment by the Customer. A separate invoice for any such charge will be raised by Hunter Douglas UK Trade Ltd to the Customer payable with immediate effect.

9. Quality and Warranties

• Subject to Conditions 9.3 to 9.7 below, Hunter Douglas UK Trade Ltd warrants that the Goods will correspond with their specification at the time of delivery or supply, will be of satisfactory quality and will be fit for the purpose for which they are commonly bought and for the purpose for which they have been designed. Hunter Douglas UK Trade Ltd does not give any warranty as to fitness for any other purpose whether or not such purpose shall have been made known to Hunter Douglas UK Trade Ltd.
• Subject to Conditions 9.3 to 9.7 below, and the receipt of payment in full and cleared funds for the Goods, Hunter Douglas UK Trade Ltd provides the following free from defects in materials and workmanship warranties (from the date that title to the Goods passes to the Customer) in relation to the following Goods (save that such warranties do not cover any installation or fitting costs, which must be paid for by the Customer):
• in relation to shutters:
1. the colour fastness is warranted for 5 years;
2. workmanship is warranted for 5 years;
3. hardware is warranted for 1 year; and
4. stainless steel hardware is warranted for 5 years;
• made-to-measure items are warranted for 13 months with the exception of pleated roof blinds which are warranted for 2 years; and
• fabrics and textiles are warranted for 13 months,

and in respect of all other Goods Hunter Douglas UK Trade Ltd warrants that, for a period of 12 months from the date that title in such Goods passes to the Customer, such Goods will be free from defects in materials and workmanship.

• Any minor or immaterial variation between any sample and the Goods supplied will not entitle the Customer to: (i) reject the Goods; (ii) to withhold or reduce the payment of the price of the Goods (or any incidental costs or expenses or sale); or (iii) claim any compensation for such variation.
• Hunter Douglas UK Trade Ltd shall be have no liability in respect of any defect in any Goods arising from: (i) fair wear and tear; (ii) wilful damage of the Goods the Customer or any of its employees and/or agents; (iii) the negligence of the Customer or any of its employees and/or agents; (iv) abnormal use or application of the Goods by the Customer or any of its employees and/or agents; (v) any failure to follow Hunter Douglas UK Trade Ltd's instructions (whether oral or in writing) by the Customer or any of its employees and/or agents; or (vi) any misuse or alteration of the Goods by the Customer or any of its employees and/or agents.
• Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
• Any claim by the Customer which is based on any defect in the condition of the Goods or in the quality of the Goods or their failure to correspond with the specifications shall (whether or not delivery is refused by the Customer) be notified to Hunter Douglas UK Trade Ltd in writing specifying the defect or failure alleged within seven (7) days from the date of delivery or supply, failing which the Customer shall not be entitled to reject the Goods and Hunter Douglas UK Trade Ltd shall not have liability for such defect or failure and the Customer shall be bound to pay the price for the Goods (and all incidental costs or expenses or sale) as if the Goods have been delivered or supplied in accordance with the Contract, provided that if the Goods have been used by the Customer prior to such notification then the rights outlined in this Condition 9.6 are forfeited.
• Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet their Specification is notified to Hunter Douglas UK Trade Ltd in accordance with these Conditions, Hunter Douglas UK Trade Ltd shall be entitled at its sole discretion to replace the Goods (or the part in question) or perform any work of rectification free of charge or refund to the Customer the price of the Goods (or proportionate price) but Hunter Douglas UK Trade Ltd shall have no further liability to the Customer. It is possible that the Goods replaced may no longer exactly match other Goods in the Order due to fading. Should this be the case, Hunter Douglas UK Trade Ltd does not accept any liability to replace non-faulty product solely to ensure colour match.

10. Limitation of liability

• Nothing in these Conditions shall limit or exclude Hunter Douglas UK Trade Ltd’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);
• defective products under the Consumer Protection Act 1987; or
• any other matter in respect of which it is unlawful for Hunter Douglas UK Trade Ltd to exclude or restrict its liability.
• Subject to Condition 10.1 above:
• Hunter Douglas UK Trade Ltd 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;
• Hunter Douglas UK Trade Ltd shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct by the Customer or by breach of the Customer of its obligations under the Contract; and
• Hunter Douglas UK Trade Ltd'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 greater of: (i) the amount paid or payable for the Goods specified in the relevant Order; or (ii) the actual sums received by Hunter Douglas UK Trade Ltd under its relevant insurance policy or policies for the liability in question.
• 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.
• Hunter Douglas UK Trade Ltd shall not be responsible for the design of any Goods in any Order placed by the Customer and accepted by Hunter Douglas UK Trade Ltd, unless otherwise expressly agreed by Hunter Douglas UK Trade Ltd in writing.
• This Condition 10 shall survive termination of the Contract.

11. Suspension, termination and cancellation

• Without prejudice to any other rights that Hunter Douglas UK Trade Ltd may have for damages for breach of the Contract or otherwise against the Customer, Hunter Douglas UK Trade Ltd shall be entitled to suspend all further deliveries under the Contract or any other contract between the Customer and Hunter Douglas UK Trade Ltd if the Customer:
• becomes insolvent or bankrupt;
• having made any arrangement with its creditors, ceases to trade or stopped payment of its debts;
• suffers a receiver to have been appointed over any of its assets; or
• fails to satisfy any judgment debt within seven (7) days of the same becoming payable.
• Without prejudice to any other right or remedy it might have, the Customer may terminate the Contract in whole or in part before delivery or after delivery (where only part of the Goods have been delivered) by written notice to Hunter Douglas UK Trade Ltd with immediate effect if Hunter Douglas UK Trade Ltd:
• is in material breach of any obligation of the Contract which is not capable of remedy;
• repeatedly breaches any of the terms and conditions of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability of carry out the terms of the Order and/or the Contract;
• is in material breach of any obligation which is capable of remedy, and that breach is not rectified within 30 days of Hunter Douglas UK Trade Ltd receiving notice of the breach and requiring it to be remedied; or
• fails to comply with legal obligations in the fields of environmental, social or labour law.
• Subject to Condition 11.2 above, as all Goods are purpose made no Order which has been accepted by Hunter Douglas UK Trade Ltd may be cancelled by the Customer, except with the prior agreement in writing of Hunter Douglas UK Trade Ltd and on the terms that the Customer shall indemnify Hunter Douglas UK Trade Ltd in full against all losses (including loss of profit), costs (including the cost of all labour and materials used) damages, charges and expenses incurred by Hunter Douglas UK Trade Ltd as the result of the cancellation.
• In addition to Hunter Douglas UK Trade Ltd’s statutory rights, Hunter Douglas UK Trade Ltd may terminate the Agreement by written notice to the Customer if the Customer has not paid any undisputed amount(s) within 90 days of them falling due.
• Without prejudice to any other right or remedy Hunter Douglas UK Trade Ltd may have under the Contract, at law or in equity, Hunter Douglas UK Trade Ltd may immediately terminate the Contract by giving the Customer notice in writing to that effect if the Customer commits a material breach of any of the terms or conditions of the Contract and, in the case of a breach that can be remedied, fails to remedy the breach within 7 days after receiving written notice identifying the breach and requiring its remedy.
• On termination of the Contract, all provisions of the Contract shall cease to have effect, except that any provision that can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
• On termination of the Contract, all Goods which have been delivered and accepted by the Customer must (to the extent not already) be paid for in full and cleared funds.
• Termination of the Contract shall not affect any accrued rights of the parties.

12. Confidentiality

• 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 Condition 12.1 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.
• Condition 12.1 above shall survive termination of the Contract.

13. Force majeure

• For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of Hunter Douglas UK Trade Ltd, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Hunter Douglas UK Trade Ltd or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
• Hunter Douglas UK Trade Ltd shall be at liberty (at its election) to suspend the Contract in the case of a Force Majeure Event, in which case it shall be relieved of all its obligations and liabilities incurred under such Contract insofar as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.
• Hunter Douglas UK Trade Ltd shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Hunter Douglas UK Trade Ltd’s obligations under the Contract if such delay or failure is due to a Force Majeure Event.
• If a Force Majeure Event prevents Hunter Douglas UK Trade Ltd from providing any of the Goods for more than 6 weeks, Hunter Douglas UK Trade Ltd shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.

14. General

• It is hereby confirmed that the rights of Hunter Douglas UK Trade Ltd shall not be diminished or waived by any indulgence or forbearance extended to the Customer and no waiver by Hunter Douglas UK Trade Ltd of any specific breach on the part of the Customer shall operate as a waiver for any other breach.
• No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, or prevent or restrict its further exercise of that or any other right or remedy.
• Any notice or other communication given to a party under or in connection with the Contract 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) or such other address as that party may have specified to the other party in writing in accordance with this Condition 14.2.1, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or by fax.
• A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in Condition 14.2.1 above; (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; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (iv) if sent by fax, one Business Day after transmission.
• The provisions of this Condition 14.2 shall not apply to the service of any proceedings or other documents in any legal action.
• 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 or employee of another party for any purpose. Neither party shall have authority to bind the other party in any way.
• Capacity and authority. Each party warrants that it has the full capacity and authority, and all necessary consents, licenses and permissions to enter into and perform its obligations under the Contract, and that the Contract is executed by its duly authorised representative.
• Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
• Entire agreement. The Contract constitutes the entire agreement between the parties supersedes any other and replaces any prior written or oral agreements, representations or understandings between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Hunter Douglas UK Trade Ltd which is not set out in the Contract.
• Governing law. 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 laws 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).
• If any provision of the Contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible, and shall not in any way affect the validity or enforcement of the remainder of the Contract.
• Hunter Douglas UK Trade Ltd may assign or transfer any of its rights or obligations under the Contract to any person, firm or company. The Customer may not assign or transfer any of its rights or obligations under the Contract to another person without Hunter Douglas UK Trade Ltd’s prior written consent.