Terms & Conditions

Gentry Restorations Important Notices
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All Rights Reserved

Vat Number - 718321449
Company Registration Number - 3896660
Registered Office: Gentry Restorations Ltd, Unit 12 Wornal Business Park, Menmarsh Road, Worminghall, Aylesbury, Buckinghamshire, HP18 9JX. 

SECTION 1 - Standard Terms and Conditions - For Parts and Services Sold
SECTION 2 - Purchase Order Terms and Conditions - SEE SECTION 2 BELOW

SECTION 1 - Standard Terms and Conditions - For Parts and Services Sold by Gentry Restorations Ltd
1. Definitions
    In these Conditions unless the context requires otherwise:
1.1 "Buyer" means the person or party corporate, or incorporate, who buys, or agrees to buy, Goods or Services from the
       Company;
1.2 "Conditions" means the terms and conditions of sale set-out in this document and any special terms and conditions of
       sale and any special terms and conditions agreed in writing by the Company;
1.3 "Goods" means parts or any articles which the Buyer agrees to buy from the Company;
1.4 "Services" means expertise and labour which the Buyer agrees to buy from the Company;
1.5 "Price" means the price for the Services or Goods excluding carriage, packing, insurance and VAT;
1.6 "Company" means Gentry Restorations Limited of Unit 12, Wornal Business Park, Menmarsh Road, Worminghall, 
       Aylesbury, Buckinghamshire, HP18 9JX.

2. Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods or Services by the Company to the Buyer, to the
      exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply
      under any purchase order, confirmation of order, or similar document.
2.2 All orders for Goods or Services shall be deemed to be an offer by the Buyer to purchase Goods or Services pursuant
      to these Conditions.
2.3 Acceptance of delivery of Goods or Services shall be deemed conclusive evidence of the Buyer's acceptance of these
      Conditions. 
2.4 Any variation to these Conditions, including any special terms and conditions agreed between the Company and the 
      Buyer, shall be inapplicable unless agreed in writing by the Managing Director of the Company.

3. Severance - any Condition, which is, or maybe, void or unenforceable, shall, to the extent of such invalidity or
    unenforceability, be deemed severable and shall not affect any other Condition.

4. Price and Payment
4.1 The Price shall be the Company's quoted price. The Price is exclusive of VAT which shall be due at the rate prevailing,
       as set by each relevant country, on the date of the Company's invoice. 
4.2 The Company may, by giving notice to the Buyer at any time up to seven (7) days before delivery of any Goods or                  Services, increase the Price of Either, to reflect any increases in the cost to the Company, owing to factors occurring              after the making of the contract of sale, which are beyond the reasonable control of the Company including, but not                limited to foreign exchange fluctuations, taxes, duties, the cost of labour, materials and other manufacturing costs.
4.3 Payment of the Price and VAT, if relevant, shall be due following the presentation of the Company's invoice. In the case
      of Goods purchases, full payment is required before, or at the time of, any Goods being despatched or collected.
4.4 For bespoke Goods requested by the Buyer to be manufactured, or for Goods requiring complex machining processes,
      involving considerable labour content, before they can be made available to the Buyer, the Company reserves the right
      to request a deposit before any work commences. In such circumstances, an invoice, including VAT if applicable,
      representing the total value of the completed Goods, will be presented to the Buyer. The Buyer will be expected to pay
      an agreed percentage of the invoice. Once payment has been made, the Company will proceed to manufacture the
      Goods. On completion of the Goods, the Company will ask the Buyer to pay the outstanding value of the invoice.
4.5 When the Buyer is paying the Company by means of electronic banking transfers, if the Buyer is given the option for
      payment of route fees, or other similar banking transfer fees, to be paid either by the Buyer or the Company, in all cases
      any such fees must always be paid by the Buyer.
4.6 Payment Security - as a matter of normal business practice, the Company rarely, if ever, changes its bankers or bank 
      details. The Company's bank details are clearly shown on its estimates and invoices. The Company takes cyber
      security issues very seriously and recognises that emails can be intercepted and used illegally by fraudsters.
      Consequently, the Company will never notify a Buyer of a change in its bank details by email. If a Buyer ever receives
      an email of this nature supposedly from the Company, the Buyer must contact the Company immediately. The Company
      will not accept any responsibility whatsoever for the actions of a Buyer if that Buyer makes payments to an incorrect
      account.   

5. The Goods or Services - the quantity and description of the Goods or Services shall be as set-out in the Company's 
     quotations or estimates.

6. Warranties and Liability
6.1 The Company warrants that the Goods or Services supplied will, at the time of delivery, correspond with the description
      given by the Company. Except where the Buyer is dealing as a consumer, as defined in the Unfair Contract Terms Act
      1977, Section 12, and, or the Unfair Terms in Consumer Contracts Regulations 1999, Regulation 3.1, all other
      warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods or Services, whether
      expressed or implied by statute, common-law, or otherwise, are excluded to the fullest extent permitted by law.
6.2 In the event of any breach of these Conditions by the Company, the remedy of the Buyer shall be limited to damages.
      Under no circumstances shall the liability of the Company ever exceed the Price of the Goods or Services.

7. Delivery of the Goods and Services
7.1 The Goods shall be delivered to the buyer at the address given by the Buyer and confirmed on the Company's quotation
      or estimate. The risk in the Goods shall pass to the Buyer upon the delivery taking place. The Services shall normally be
      delivered to the Buyer at the Company's registered office. Services may be delivered at the Buyer's requested location, 
      by prior arrangement with the management of the Company. As and when necessary, Services may also be delivered
      on, near, or by, public highways, for circumstances such as vehicle breakdowns or when the Company is supporting live
      events and rallies.
7.2 If the Buyer requests and the Company so agrees, the Company shall arrange for carriage of any Goods to the Buyer's
      address, or as the Buyer may reasonably request, subject always to the proviso that the costs of carriage and any
      insurance which the Buyer requests the Company to incur, shall be reimbursed by the Buyer, without any set-off or other
      withholding whatsoever, and shall be due on the date for payment of the Price. The carrier shall be deemed to be the
      Buyer's agent.
7.3 The Company may deliver the Goods or Services by separate instalments. The Company may raise a separate invoice
      and require payment of each instalment. The failure of the Buyer to take delivery, or to pay for any one or more of the
      said instalments of the Goods or Services on the due date, shall entitle the Company, at the sole option of the Company,
      without notice to: a) Suspend further deliveries of the Goods or Services pending payment by the Buyer, and/or b) Treat        the contract as repudiated by the Buyer.

8. Title and Risk Ownership - the title and risk ownership of any Goods or Services shall not pass to the Buyer, or any
    Sub-Buyer, until they are fully paid for, but the risk in the Goods shall be borne by the Buyer from the date of delivery by
    the Company, or its agents, to the Buyer, or as the Buyer may direct.

9. Intellectual Property - the specification and design of any Goods, including the copyright, design right, or other
    intellectual property in them, shall, as between the Company and the Buyer, be the property of the Company. Where any
    designs or specifications of any Goods have been supplied by the Buyer, for manufacture by the Company, or to the
    order of the Buyer, then the Buyer warrants that the use of those designs, or specification for the manufacture,
    processing, assembly, or supply of the Goods, shall not infringe the rights of any third-party.

10. Return of Goods
10.1 No Goods delvered to the Buyer, which are in accordance with the contract, will be accepted for return without the
        prior written approval of the Company, given by the Managing Director of the Company, on terms to be determined at
        the absolute discretion of the Company. Under no circumstances will bespoke, manufactured Goods be considered for 
        return.
10.2 All requests for the return of Goods must be made within three (3) months from the date of the Company's invoice.
10.3 If the Company agrees to accept Goods for return, it reserves the right to make a handling charge on those Goods. All
        Goods must be returned with the original invoice and in the same state and condition as they were when delivered to
        the Buyer. All return carriage charges must be borne by the Buyer.
10.4 Goods returned without the prior written approval of the Company may, at the Company's absolute discretion, be
        returned to the Buyer, or stored, at the Buyer's cost, without prejudice to any rights or remedies the Company may
        have.

11. Set-Off and Counterclaim - the Buyer may not withhold payment of any invoice, or other amount due to the Company,
      by reason of any right of set-off, or counterclaim, which the Buyer may have, or allege to have, for any reason
      whatsoever.

12. Third-Party Rights - the provisions of the Contracts Rights of Third-Parties Act 1999, shall not apply to these
      Conditions, or to any contract made between the Company and the Buyer, and no person, who is not a party to any
      such contract, shall have any right under that Act to enforce any term of such contract.

13. Law and Jurisdiction - the law of England and Wales shall apply and, all disputes arising out of any contract between 
      the Company and the Buyer, shall be subject to the exclusive jurisdiction of the Courts of England and Wales. Save that 
      the Company shall be entitled to institute legal proceedings, for any recovery of monies due to the Company, or in the
      pursuit of any of the Company's remedies against the Buyer, in any Court having competent jurisdiction in the country to
      which the Goods may have been directly, or indirectly, exported or any Services contracted.

14. General Disclaimer - the Goods and Services and materials provided by the Company are on an "as is" basis. The
      Company disclaims any and all warranties, expressed or implied, including without limitation, warranties of
      merchantability and fitness for a particular purpose, with respect to its Services or any materials and products in its
      Goods. In no event shall the Company be liable for any direct, indirect, incidental, punitive or consequential damages of
      any kind whatsoever with respect to its Services or any materials and products in its Goods.

SECTION 2 - Purchase Order Terms and Conditions - For Parts and Services Purchased by Gentry Restorations Ltd
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract. In the event of a conflict between any of these Conditions and any specific term or condition, whether in the Contract or otherwise, referred to in the Puchase Order, the latter shall prevail.

1. Definitions
1.1 In these Conditions:
"Contract" means the contract between the Purchaser and the Supplier consisting of the Purchase Order, these Conditions, and any other documents, or parts thereof, specified in the Puchase Order.
"Delivery Date" means the date on which the Goods or Services are to be delivered to the Purchaser, as specified in the Purchase Order.
"Goods" means any such Goods or Services supplied to the Purchaser by the Supplier pursuant to, or in connection with, the Purchase Order.
"Price" means the price of the Goods or Services as specified in the Purchase Order.
"Purchaser" means Gentry Restorations Ltd.
"Purchase Order" means the document setting out the Purchaser's requirements for the Contract.
"Supplier" means the person, firm or company who is the supplier of the Goods or Services named in the Purchase Order.
1.2 The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.

2. Variation
2.1 These Conditions may only be varied with the written agreement of the Purchaser.
2.2 The purchaser reserves the right by reasonable notice to the Supplier, to vary the Goods or Services detailed in the Purchase Order and any alteration to the Price or Delivery Date arising by reason of such modification, shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier, either verbally or in writing, or on delivery of the Goods or Services, whichever is the earlier.

3. Goods and Services
3.1 The Supplier warrants and represents to the Purchaser that the Goods or Services shall: a) Conform in all respects with any particulars or specification specified in the Purchase Oreder including any variations; b) Conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time-to-time in force; c) Be of satisfactory quality and free from defects in materials and workmanship and; d) Be fit and sufficient for the purpose for which such Goods or Services are ordinarily used and for any particular purpose made known to the Supplier by the Purcaser and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods or Services and the execution of the Purchase.

4. Price
4.1 The Supplier shall not increase the Price unless it is validly accepted by the Purchaser and agreed in writing before the execution of the Purchase Order.
4.2 Unless expressly agreed otherwise between the parties in writing, the Price shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties or levies. 
4.3 Unless otherwise agreed in writing by the Purchaser, the supplier shall render a separate invoice in respect of each consignment of the Goods or Services delivered under the Purchase Order. The Purchaser undertakes to pay correctly submitted invoices withim thirty (30) days of receipt from the day of physical or electronic arrival at the nominated address of the Purchaser. Invoices shall not be rendered by the Supplier until completion of delivery of all the Goods or Services which are subject of the Purchase Order or of the consignment, as appropriate.
4.4 A valid invoice is one that is: a) Delivered in timing in accordance with the contract; b) That is the correct sum; c) In respect of goods or services supplied or delivered to the required quality, or are expected to be at the required quality; d) Which quote the relevant purchase order/contract reference where used, and; e) Which has been delivered to the nominated address.
4.5 The purchaser specifically reserves the right to withhold or deduct by way of set-off or otherwise, from any monies due or to become due to the Supplier, any monies due to the Purchaser from the Supplier.
4.6 The Purchaser shall not be liable for any orders or amendments to orders other than those issues or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods or Services supplied in excess of those required by the Purchase Order.
4.7 No payment of, or on account of, the Price shall constitute any admission by the Purchaser as to proper performance by the Supplier of its obligations under the Contract.
4.8 Payment Security - following the submission of an invoice from the Supplier, if the Purchaser subsequently receives any communication, especially by email, supposedly from the Supplier regarding a change to its bankers or bank details, the Purchaser will not make payment until it has been able to verify and confirm the details with the Supplier. 

5. Delivery
5.1 The Goods or Services shall be delivered to the place named on, and in accordance with, the Purchase Order. Delivery shall be completed when the Goods have been unloaded or the Service accepted at the point of delivery specified in the Purchase Order and delivery has been agreed by the Purchaser or its authorised representative. Any access to premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the Purchaser in respect of any actions, suits, claims, demands, losses, charges, and expenses (including legal expenses and disbursements) which the Puchaser may suffer or incur as a result of, or in connection with, any damage or injury, including death, occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors.
5.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the reasonable requirements of the Purchaser's management or other authorised representative.
5.3 The time of delivery shall be of the essence for the Contract and failure to deliver by the Delivery Date shall enable the Purchaser, at its option, to release itself from any obligation to accept and pay for the Goods or Services and/or to cancel all or part of the Goods or Services under the Purchase Order, in either case without prejudice to its other rights and remedies.
5.4 The Supplier's failure to effect delivery on the Delivery Date specified, shall entitle the Purchaser to purchase substitute Goods or Services and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.
5.5 Failure by the Purchaser to exercise its options under Conditions 5.3 and/or 5.4 in respect of any part of a Purchase Order, shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order. 
5.6 If Goods are delivered before the Delivery Date, the Purchaser shall be entitled, at its sole discretion, to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date. 
5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining at its cost all of the export and import licences for the Goods, and in the case of Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to the Purchaser as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated. 

6. Ownership and Risk
Ownership and risk in the Goods shall without prejudice to any of the rights or remedies of the Purchaser, including the Purchaser's rights and remedies under Condition 8 below, pass to the Purchaser on delivery.

7. Damage in Transit
7.1 On despatch of any consignment of the Goods, the Supplier shall send to the Purchaser at the address for the delivery of the Goods, an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume.
7.2 The Supplier shall, free of charge and as quickly as possible, either repair or replace, as the Purchaser shall elect at its sole discretion, Goods as may either be damaged in transit or having been placed in transit and failed to be delivered to the Purchaser provided that: a) In the case of damage to such goods in transit, the Purchaser shall within ten (10) working days of delivery, give notice to the Supplier that the Goods have been damaged; and b) In the case of non-delivery, the Purchaser shall, provided that the Purchaser has been advised of the despatch of the Goods, within seven (7) days of the notified date of delivery, give notice to the Supplier that the Goods have not been delivered.

8. Inspection, Rejection and Guarantee
8.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Purchase Order.
8.2 The supplier shall permit the Purchaser, or its authorised representatives, to make any inspections or tests it may reasonably require in relation to the Goods or Services and the Supplier shall afford all reasonable facilities and assistance, free of charge, at the Purchaser's premises. The Supplier shall make good any defects or deficiencies in the event of any failure, in the sole opinion of the Purchaser, to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods or Services. 
8.3 The Purchaser may, by written notice to the Supplier, reject any of the Goods or Services which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to the Purchaser of the relevant Goods or Services. If the Purchaser rejects any of the Goods or Services pursuant to this Condition 8.3, the Supplier shall at the Purchaser's sole option, without prejudoce to its other rights and remedies, either: a) Repair the defective Goods or Services as quickly as possible or, as the Purchaser shall elect in its sole discretion, replace the defective Goods or Services with Goods or Services which comply in all respects with the requirements under the Contract, or; b) Refund to the Purchaser the Price in respect of the defective Goods or Services.
8.4 The Supplier shall guarantee the Goods or Services for a period of twelve (12) months from installation or eighteen (18) months from delivery, whichever shall be the shorter, subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier. If the Purchaser shall, within such guarantee period, or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods or Services that have arisen during the guarantee period under proper and normal use, the Supplier shall, without prejudice to any of the Purchaser's other rights and remedies, as quickly as poissible, remedy such defects, whether by repair or replacement as the Purchaser shall elect in its sole dicretion, without cost to the Purchaser.
8.5 Any Goods or Services rejected or returned by the Purchaser pursuant to this Condition 8, shall be returned to the Supplier at the Supplier's risk and expense.

9. Labelling and Packaging
9.1 The Goods shall be packed and marked in a proper manner and in accordance with the Purchaser's instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Order Number, the net, gross and the weights, details of the contents shall be clearly marked on each container and all containers of hazardous goods, and all relating documents, shall bear prominent and adequate warnings. The Supplier shall indemnify and keep indemnified the Purchaser, against all actions, suits, claims, demands, losses, charges, costs and expenses, including legal expenses and disbursements, which the Purchaser may suffer or incur as a result of, or in connection with, any breach of this condition 9.1.
9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. The Purchaser accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by the Purchaser.

10. Intellectual Property
10.1 Except to the extent that the Goods or Services are supplied in accordance with designs provided by the Purchaser, it shall be a condition of the Purchase Order that none of the Goods or Services will infringe any patent, trade mark, design right, whether registered or not, copyright or any other right in the nature of intellectual property of any third party and the Supplier shall indemnify and keep indemnified the Purchser against all actions, suits, claims demands, losses, charges, costs and expenses, including legal expenses and disbursements, which the Purchaser, may suffer or incur as a result of, or in connection with, any breach of this Condition 10.1.  
10.2 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual property right in any of the foregoing "Intellectual Property": a) Furnished to, or made available to, the Supplier by the Puchaser pursuant to the Purchase Order are hereby assigned to and shall remain vested solely in the Purchaser; and b) The Supplier shall not, except to the extent necessary for the implementation of the Purchase Order, without prior wtitten consent of the Purchaser, use or disclose any such Intellectual Property or any information, whether or not relevant to the Contract, which the Supplier may obtain pursuant to the Contract and in particular, but without prejudice to the generality of the foregoing, the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser's prior written agreement.

11. Health and Safety
11.1 The Supplier represents and warrants to the Purchaser that the Supplier has satisfied itself that: a) All necessary tests and examinations have been made or will be made prior to delivery of the Goods or Services to ensure that the Goods or Services are designed, manufactured, supplied and installed so as to be safe and without risk to the health or safety of persons using the same, and; b) That it has made available to the Purchser adequate information about the use for which the Goods or Services have been designed and tested and about any conditions necessary to ensure that when put to use the Goods or Services will be safe and without risk to health.
11.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work Act 1974, or any amendment thereto, and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified the purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses, including legal expenses and disbursements, which the Purchaser may suffer or incur as a result of, or in connection with, any breach of this Condition 11.

12. Indemnity and Insurance
12.1 Without prejudice to any rights or remedies of the Purchaser, including the Purchaser's rights and remedies under Condition 8 above, the Supplier shall indemnify and keep indemnified, the Purchaser against any and all actions, suits, claims, demands, losses, charges, costs and expenses, including legal expenses and disbursements, which the Purchaser may suffer or incur as a result of, or in connection with, any damage to property, or in respect of any injury including death, to any person which may result directly or indirectly from any defect in the Goods or Services for negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.
12.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature and covering all matters which are the subject of indemnities under these Conditions.
12.3 The Supplier shall at the request of the Purchaser produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium.
12.4 The Supplier shall be liable under the provisions of the Contract, including Condition 12.1, whether or not it complies with the insurance provisions in this Condition 12.
12.5 Nothing in these Conditions or the Contract, shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.

13. Confidentiality
13.1 The supplier shall procure that its staff shall keep secret and not disclose any information of a confidential nature obtained by reason of the Contract, except information which is in the public domain, otherwise than as required to be by reason of a breach of this Condition 13 or disclosed by law.
13.2 The provisions of this Condition 13 shall apply during the continuance of the Contract and after its termination howsoever arising without limitation in time.
13.3 The parties acknowledge that, except for any information which is declared by the Purchaser to fall within one or more of the exceptions in Clause 12, the content of this Contract is not Confidential Information. Notwithstanding any other term of this Contract, the Supplier hereby gives consent for the Purchaser to publish the Contract in its entirety, including from time-to-time agreed changes to the Contract to the general public.
13.4 The Purchaser may, at it sole discretion, redact information from the Contract prior to publishing for one or more of the following reasons: a) National security; b) Personal data; c) Information protected by intellectual property law; d) Information which is not in the public interest to disclose; e) Third party confidential information; f) IT security, or; g) Prevention of fraud.
13.5 The Purchaser may consult with the Supplier to inform its decision regarding any redactions but the Purchaser shall have the final decision in its absolute discretion.
13.6 The Supplier shall assist and cooperate with the Purchaser to enable the Purchaser to publish this Contract. 

14. Termination
14.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract with immediate effect by giving notice in writing.
14.2 The Purchaser may terminate the Contract with immediate effect by notice in writing to the Supplier if, at any time: a) The Supplier passes a resolution that it be wound-up or that an application to be made for an administration order, or the Supplier applies to enter into a voluntary arrangement with its creditors; b) A receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Supplier's property, assets or any part thereof; c) The court orders that the Supplier be wound-up or a receiver of all, or any part of, the Supplier's assets, be appointed; d) The Supplier is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986, or; e) The Supplier, being an individual or partnership, is declared or adjudicated bankrupt or enters into any arrangement or composition with its creditors.
14.3 Nothing in this Condition 14 shall affect the coming into, or continuance in force, of any provision of the Contract which is expressly, or by implication, intended to come into force, or continuance in force, upon termination of the Contract.

15. Assignment and Sub-Contracting
15.1 The Supplier shall not, without the prior written consent of the Purchaser, assign or transfer the benefit or burden of the Contract.
15.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract. 
15.3 Where the Purchaser enters a sub-contract, with a supplier or contractor, for the purpose of performing the Contract, it shall cause a clause to be included in such sub-contract which requires payment to be made to the supplier or contractor within a specified period not exceeding thirty (30) days from receipt of a valid invoice as defined by the sub-contract requirement.

16. Notices
Any notices to be given under the Contract, shall be delivered personally, or sent by post or email, to the Purchasing Manger in the case of the Purchaser, or to the address as set out in the Purchase Order in the case of the Supplier. Any such notice shall be deemed to be served if delivered personally at the time of delivery, if sent by post forty-eight (48) hours after posting first class or, if sent by email during normal working hours, twenty-four (24) hours after receipt of transmission.

17. Third Party Rights
The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts, Rights of Third Parties Act 1999.

18. Severability
If any provision under this Contract is or becomes unenforceable , such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract, to the extent that the remainder of the Contract and the unaffected part of the provision, shall continue to be fully enforceable.

19. Waiver
No delay or omission by the Purchaser in exercising any of its rights under the Contract, shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.

20. Law and Jurisdiction
The Contract and any dispute arising under, or in any way connected with, the subject matter of the Contract, whether of a contractual or tortious nature or otherwise, shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that the Purchaser may seek injunctive relief outside such jurisdiction.