Terms and Conditions of Hire
In this Agreement the expression “CLOCKWORXX” means CLOCKWORXX LTD. The “Hirer” means the person, firm or company with whom CLOCKWORXX contracts. The expression “Equipment” means the goods and services described and the “Conditions” means these terms and conditions of hire.
2.01 This Agreement contains all the terms agreed between the Parties except such variation as shall be agreed in writing and signed by a Director of CLOCKWORXX and by or on behalf of the Hirer. If any of the Conditions are inapplicable, this shall not affect the validity of the remaining Conditions.
2.02 The invalidity of any of the Conditions or any part of any Condition shall not affect the validity of the remainder.
2.03 Any forbearance or indulgence on the part of CLOCKWORXX in the guise of its servants or its agents to enforce fully or at all any of the Conditions shall not constitute a waiver of CLOCKWORXX’s rights and shall be entirely without prejudice to those rights.
2.04 The Hirer may not assign, transfer charge, let or sublet or otherwise deal with its rights and obligations under this Agreement.
2.05 This Agreement shall be governed by and construed in accordance with the Laws of England, and CLOCKWORXX and the Hirer here by submit to the jurisdiction of the English courts.
3. CREDIT AND PAYMENT
3.01 The Hirer shall pay to CLOCKWORXX the hire rent on demand plus VAT there on at the prevailing rate.
3.02 Unless otherwise agreed in writing, any grant of credit facilities is made on condition that payment in full without retention or set-off, is made within 30 days of the date of the invoice. CLOCKWORXX reserves the right to withdraw credit facilities forthwith if this Condition is not observed.
3.03 If payment is not made on the due date, the Hirer shall pay interest on the overdue amount at the rate of 8% above base rate per month accruing daily.
4.01 Title in the equipment shall not pass to the Hirer and the Hirer shall have no right or interest in the Equipment other than as a Hirer and the Hirer shall not do or permit
to be done any act or thing which might prejudice or interfere with CLOCKWORXX’s rights of ownership or any other interest or rights in the Equipment.
4.02 The Hirer shall keep the Equipment free from any distress execution or other legal process and shall not let, lend, sell, assign, transfer, charge, encumber, dispose of, or otherwise deal with or part with possession or control of the Equipment.
4.03 The Hirer shall notify CLOCKWORXX of any change in the Hirer’s address and at CLOCKWORXX’s request shall promptly inform CLOCKWORXX of the whereabouts of the Equipment and provide the Company with all the information necessary to enable it to locate the Equipment.
4.04 The Hirer shall permit and authorise CLOCKWORXX and any person authorised by CLOCKWORXX to enter upon the premises at which the Equipment is for the time being placed or kept at all time for the purpose of inspecting and examining the condition of the Equipment and for any other purpose authorised hereunder.
5. MAINTENANCE AND INSURANCE
5.01 The Hirer shall keep the Equipment is good repair and condition.
5.02 The Hirer shall be liable for any loss, theft,destruction or damage to the Equipment or any part thereof how so ever caused.
5.03 Without prejudice to its liability under Clause 5.04 unless otherwise informed, the Hirer shall forthwith insure the Equipment and keep the same insured for the full replacement value of the Equipment with such persons and under a form of policy covering all crises normally insured against by a prudent business person and which shall in particular cover loss by fire, flood, theft and accidental damage. The Hirer hereby irrevocably appoints CLOCKWORXX as its agent for the purpose of negotiating with the insurers and receiving all monies that may become payable under any policy or policies covering the Equipment. The Hirer shall promptly pay all premiums payable under the said policy and produce the receipts for such payment to CLOCKWORXX on demand and do everything necessary to maintain the said policy in full force and effect and not to do anything whereby the said Policy will, or may be vitiated.
5.04 If the Equipment or any part thereof deteriorates or is lost, stolen, destroyed or damaged, the Hirer shall immediately notify CLOCKWORXX thereof by telephone and thereafter shall promptly confirm the same in writing and at CLOCKWORXX’s request shall provide full particulars of the circumstances in which the Equipment deteriorated or was lost, stolen, destroyed or damaged.
5.05 The Loss, theft, deterioration or destruction of or damage to the Equipment shall not affect the continuance of this Agreement or the Hirer’s liability for payment of the hire rent.
6.01 It is hereby acknowledged and agreed by the Hirer that no warranty or stipulation of any kind has been made by CLOCKWORXX or on its behalf in respect of the Equipment.
6.02 The Hirer has inspected and tested the Equipment prior to the signing hereof and has made all the relevant enquiries concerning the same and the Hirer has satisfied himself as to the condition, quality, description and all aspects of the Equipment.
6.03 All warranties, conditions and stipulations expressed or implied, statutory or otherwise, relating to the condition of the Equipment or its merchantable quality or suitability or fitness for the particular or any purpose for which it is or may be required or that the Equipment’s compliance with any description or sample are hereby excluded and the Hirer hereby accepts such exclusions as being reasonable.
7.01 Any stated delivery date is an estimate only.
7.02 The Company shall not be liable for any expense, loss or damage suffered howsoever arising, whether directly or indirectly out of any failure to meet any delivery date.
8. OPERATION OF THE EQUIPMENT
8.01 The Hirer shall ensure that the Equipment is operated at all times in a skillful and proper manner and used for the purpose or purposes for which it was intended by persons who are competent to operate the same and shall not permit any additions or alterations to the Equipment other than adjustments to directly accessible controls intended to be adjusted during normal use of the Equipment.
8.02 The Hirer shall keep the Equipment at all times in the possession of and under control of the Hirer.
8.03 The Hirer shall keep the Equipment and all parts thereof in the same order and condition as at the commencement of the hire period (fair wear and tear only accepted) and shall not repair, attempt to repair or have repaired the Equipment in the event of any breakdown or malfunction but shall notify CLOCKWORXX forthwith of such breakdown or malfunction and shall promptly confirm the same in writing.
9. LIMITATION OF LIABILITY
9.01 CLOCKWORXX shall be liable for loss, injury and damage which directly arises from and to the extent that it is caused by (a) any defect in or malfunctioning of the Equipment and (b) by CLOCKWORXX’s negligence but otherwise CLOCKWORXX shall not be liable for any costs, claims, loss, damage or injury to persons of whatsoever nature and howsoever caused.
9.02 Without prejudice to Clause 9.01, CLOCKWORXX shall not in any event be liable for consequential or indirect loss or damage howsoever arising.
9.03 The Hirer shall fully indemnify CLOCKOWORXX against all claims and demands made upon CLOCKWORXX by reason of any such loss, injury or damage for which CLOCKWORXX is not liable hereunder.
9.04 CLOCKWORXX shall not be liable for any loss of any description whatsoever suffered by the Hirer as a result of the Equipment or a part thereof being unserviceable or out of order or unusable or functioning at less than its optimum level of performance.
10.01 CLOCKWORXX may forthwith by written notice to the Hirer terminate the hire period of this Agreement without prejudice to its other rights and remedies contained herein if:
(a) The Hirer shall fail to observe and perform any of the conditions or
(b) Shall give notice to its creditors or any of them that the Hirer has suspended or is about to suspend its business or payment of its account or
(c) If the Hirer shall be unable to pay his debts or have no reasonable prospect of being able to pay his debts or being a company shall be unable to pay its debts within the meaning of Section 123 of
the Insolvency act 1986 or
(d) If an order shall be made or an effective resolution passed for the winding up of the Hirer (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or
(e) If an administrator or receiver or manager or administrative receiver shall be appointed on the whole part of the undertaking of the assets of the Hirer.
10.02 Upon the expiration or earlier termination of the hire period, the Hirer shall no longer be in possession of the Equipment with CLOCKWORXX’s consent and the Hirer shall, unless otherwise required by CLOCKWORXX at the Hirer’s own risk and cost, deliver up the Equipment at the address specified by CLOCKWORXX or if not so required shall hold the Equipment available for collection by CLOCKWORXX or its agents and CLOCKWORXX or its agents may without notice enter the Hirer’s premises for the purpose of retaking possession of the Equipment and have the right to dismantle any machinery, product item or equipment to which the Equipment or any of it has been incorporated. These Conditions shall remain in full force and effect until delivery of the Equipment to CLOCKWORXX or the collection of the Equipment by CLOCKWORXX or its agents, whichever shall apply.
11. RELATIONSHIP OF THE PARTIES
11.01 Both CLOCKWORXX and the Hirer are independent contractors and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act of behalf of the other in any
manner. CLOCKWORXX shall not be responsible to third parties for any claim arising out of the activities of the Hirer and the Hirer shall indemnify CLOCKWORXX against any such claim.
12.01 The Hirer shall repay to CLOCKWORXX forthwith on demand all expenses, costs or charges incurred as a result of or in any way connected with any breach of this Agreement by the Hirer.
13. DIVISIBILITY CLAUSE
13.01 This contract is divisible. The work performed in each period during the currency of the contract shall be invoiced
separately. Each invoice for work performed in any period shall be payable by the customer in full, in accordance with
the terms of payment provided for herein, without reference to and not withstanding any defect or default in the work performed or to be performed in any period.
Terms and Conditions of Sale
In these Conditions:
‘CUSTOMER’ means the person who accepts CLOCKWORXX’S quotation for the sale of Equipment or whose order for Equipment is accepted by CLOCKWORXX.
‘CONDITIONS’ means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and CLOCKWORXX.
‘CONTRACT’ means the contract for the purchase and sale of Equipment and where appropriate the provision of the Commissioning Services.
‘EQUIPMENT’ means Equipment (including any instalment of the Equipment or any parts for them) which CLOCKWORXX is to supply in accordance with these Conditions.
‘CLOCKWORXX’ means CLOCKWORXX whose principal place of business is at Surrey Wharf, Malt Street, London, SE1 5AY.
‘COMMISSIONING SERVICE’ means the commissioning of the Equipment by CLOCKWORXX.
‘WRITING’ includes facsimile transmission or Email.
BASIS OF THE SALE
1.1 CLOCKWORXX shall sell and the Customer shall purchase the Equipment in accordance with any written quotation of CLOCKWORXX which is accepted by the Customer, or any written order of the Customer which is accepted by CLOCKWORXX subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
1.2 The giving of any delivery instructions, the acceptance of, or payment for, any products or any conduct in confirmation by the Customer of the purchase hereby contemplated shall constitute unqualified acceptance by the Customer of these Conditions.
1.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and CLOCKWORXX.
1.4 CLOCKWORXX’s employees or agents are not authorised to make any representations concerning the Equipment unless confirmed by CLOCKWORXX in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed in Writing.
1.5 Any advice or recommendation given by CLOCKWORXX or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Equipment which is not confirmed in Writing by CLOCKWORXX is followed or acted upon entirely at the Customer’s own risk, and accordingly CLOCKWORXX shall not be liable for any such advice or recommendation which is not so confirmed.
1.6 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice or other document or information issued by CLOCKWORXX shall be subject to correction without any liability on the part of CLOCKWORXX.
ORDERS AND SPECIFICATIONS
2.1 No order submitted by the Customer shall be deemed to be accepted by CLOCKWORXX unless and until confirmed in Writing by CLOCKWORXX’s authorised representative.
2.2 The Customer shall be responsible to CLOCKWORXX for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving CLOCKWORXX any necessary information relating to the Equipment within a sufficient time to enable CLOCKWORXX to perform the Contract in accordance with its terms.
2.3 CLOCKWORXX shall not be liable if the Equipment ordered by the Customer is unsuitable for the Customer’s particular requirements unless a full written description of the process in which the Equipment will be used is submitted to CLOCKWORXX with the order.
2.4 The quantity, quality and description of and any specification for the Equipment shall be those set out in CLOCKWORXX’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by CLOCKWORXX).
2.5 All illustrations or descriptive material of any sort generated by CLOCKWORXX, including but not limited to, drawing, specifications, performance date, weight, capacity, dimensions, output and consumption are approximate and for information only and shall not be interpreted as warranties or representations given by CLOCKWORXX or form part of the Contract.
2.6 CLOCKWORXX reserves the right to make any changes in the design, construction, composition, materials, arrangement or specification of the Equipment which are required to conform with any applicable statutory or EC requirements or which do not materially affect its quality or performance.
2.7 No order which has been accepted by CLOCKWORXX may be cancelled by the Customer except with the agreement in Writing of CLOCKWORXX and on terms that the Customer shall indemnify CLOCKWORXX in full against all loss (including loss of profit) costs (including the cost of al labour and materials used), damages, charges and expenses incurred by CLOCKWORXX as a result of such cancellation.
PRICE OF EQUIPMENT
3.1 Where CLOCKWORXX provides a written quotation to the Customer, the price of the Equipment shall be CLOCKWORXX’s quoted price which shall be valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by CLOCKWORXX without giving notice to the Customer. Where Equipment is supplied to the Customer other than pursuant to a written quotation, prices shall be as set out in CLOCKWORXX’s then current price list.
3.2 CLOCKWORXX reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Equipment to reflect any increase in the cost to CLOCKWORXX which is due to any factor beyond the control of CLOCKWORXX (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment, which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give CLOCKWORXX adequate information or instructions.
3.3 Except as otherwise stated under the terms of any quotation otherwise agreed in Writing between the Customer and CLOCKWORXX, all prices are given by CLOCKWORXX on an ex-works basis, and where CLOCKWORXX agrees to deliver the Equipment otherwise than at CLOCKWORXX’s premises, the Customer shall be liable to pay CLOCKWORXX’s charges for transport, packaging and insurance.
3.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay.
4.1 CLOCKWORXX shall Commission the Equipment subject to these Conditions:
4.2 The Customer shall procure that CLOCKWORXX is allowed free access to the site where the Equipment is installed and shall also procure the provision of all necessary services and facilities at the site as CLOCKWORXX shall reasonably require in order to complete the Commissioning of the Equipment.
4.3 Further details about the Commissioning Service, and advice or recommendations about its provision or utilisation, which are not given in CLOCKWORXX’s brochure or other promotional literature, may be made available on written request.
4.4 CLOCKWORXX warrants to the Customer that the Commissioning Service will be provided using reasonable care and skill and, as far as reasonably possible, within the times requested by the Customer.
4.5 CLOCKWORXX 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 CLOCKWORXX’s obligations in relation to the Commissioning Service, if the delay or failure was due to any cause beyond CLOCKWORXX’s reasonable control.
TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Customer and CLOCKWORXX, CLOCKWORXX shall be entitled to invoice the Customer for the price of the Equipment and, if appropriate the Commissioning Service, on or at any time after delivery of the Equipment, unless the Equipment is to be collected by the Customer or the Customer wrongfully fails to take delivery of the Equipment, in which event CLOCKWORXX shall be entitled to invoice the Customer for the price at any time after CLOCKWORXX has notified the Customer that the Equipment is ready for collection or (as the case may be) CLOCKWORXX has tendered delivery of the Equipment.
5.2 The Customer shall pay the price of the Equipment without any deduction within 30 days of CLOCKWORXX’s dated invoice and CLOCKWORXX shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Equipment has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to CLOCKWORXX, CLOCKWORXX shall be entitled to:
cancel the contract or suspend any further deliveries to the Customer; appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and CLOCKWORXX) as CLOCKWORXX may think fit (notwithstanding any purported appropriation by the Customer); and charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above current Bank base rate from time to time, until payment in full is made.
6.1 Delivery of the Equipment shall be made by the Customer collecting the Equipment at CLOCKWORXX’s premises at any time after CLOCKWORXX has notified the Customer that the Equipment are ready for collection or, if some other place for delivery is agreed by CLOCKWORXX, by CLOCKWORXX delivering the Equipment to that place.
6.2 Any dates quoted for delivery of the Equipment are approximate only and CLOCKWORXX shall not be liable for any delay in delivery of the Equipment however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by CLOCKWORXX in writing.
6.3 The Equipment may be delivered by CLOCKWORXX in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.4 Where the Equipment is to be delivered in instalments each delivery shall constitute a separate contract and failure by CLOCKWORXX to deliver any one or none of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.5 If the Equipment (or any instalment) has not been received by the Customer within 7 days of notification of dispatch by CLOCKWORXX, or if the quantity received differs from the quantity advised by CLOCKWORXX as dispatched, the Customer shall immediately give notice in Writing to PSS of the relevant facts. If such notice is not received within 7 days of despatch by CLOCKWORXX, CLOCKWORXX will not be liable to the Customer in respect of any loss or damage suffered and the Customer shall accept liability as if all the Equipment has been received and shall not claim against CLOCKWORXX in respect of non or short delivery or loss in transit.
6.6 Where Equipment is offered for delivery to site CLOCKWORXX’s obligation is to deliver only as near to the site as safe hard road or other conditions permit. The Customer shall provide CLOCKWORXX, free of charge, reasonable assistance in unloading Equipment.
6.7 If CLOCKWORXX fails to deliver the Equipment (or any instalment for any reason other than any cause beyond CLOCKWORXX’s reasonable control or the Customer’s fault, and CLOCKWORXX is accordingly liable to the Customer, CLOCKWORXX’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar Equipment to replace that not delivered over the price of the Equipment.
6.8 If the Customer fails to take delivery of the Equipment or fails to give CLOCKWORXX adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s control or by reason of CLOCKWORXX’s fault) then, without prejudice to any other right or remedy available to CLOCKWORXX, CLOCKWORXX may: store the Equipment until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage, or sell the Equipment at the best price ready obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
RISK AND PROPERTY
7.1 Risk of damages to or loss of the Equipment shall pass to the Customer:
in the case of Equipment to be delivered at CLOCKWORXX’s premises, at the time when CLOCKWORXX notifies the Customer that the Equipment is available for collection; or in the case of Equipment to be delivered other than at CLOCKWORXX’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Equipment, the time when CLOCKWORXX has tendered delivery of the Equipment.
7.2 Notwithstanding delivery and the passing of risk in the Equipment, or any other provision of these Conditions, the property in the Equipment shall not pass to the Customer until CLOCKWORXX has received in cash or cleared funds payment in full of the price of the Equipment and all other Equipment agreed to be sold by CLOCKWORXX to the Customer for which payment is then due.
7.3 Until such time as the property in the Equipment passes to the Customer, the Customer shall hold the Equipment as CLOCKWORXX’s fiduciary agent and bailee, and shall keep the Equipment separate from those of the Customer and third parties and properly stored, protected and insured and identified as CLOCKWORXX’s property.
7.4 Until such time as the property in the Equipment passes to the Customer (and provided the Equipment is still in existence and has not been resold), CLOCKWORXX shall be entitled at any time to require the Customer to deliver up the Equipment to CLOCKWORXX and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Equipment are stored and repossess the Equipment.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remains the property of CLOCKWORXX, but if the Customer does so all moneys owing by the Customer to CLOCKWORXX shall (without prejudice to any other right or remedy of CLOCKWORXX) forthwith become due and payable.
WARRANTIES AND LIABILITY
8.1 Any claim by the Customer which is based on any defect in the quality or condition of the Equipment or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to CLOCKWORXX within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify CLOCKWORXX accordingly, the Customer shall not be entitled to reject the Equipment and CLOCKWORXX shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Equipment had been delivered in accordance with the Contract.
8.2 Where any valid claim in respect of any of the Equipment which is based on any defect in the quality or condition of the Equipment or their failure to meet specification is notified to CLOCKWORXX in accordance with these Conditions, CLOCKWORXX shall be entitled to replace the Equipment (or the part in question) free of charge or, at CLOCKWORXX’s sole discretion, refund to the Customer the price of the Equipment (or a proportionate part of the price), but CLOCKWORXX shall have no further liability to the Customer. All Equipment replaced shall be the property of CLOCKWORXX.
8.3 Except in respect of death or personal injury caused by CLOCKWORXX’s negligence, CLOCKWORXX shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of CLOCKWORXX, its employees or agents or otherwise) which arise out of or in connection with the supply of the Equipment or their use or resale by the Customer, and the entire liability of CLOCKWORXX under or in connection with the Contract shall not exceed the price of the Equipment, except as expressly provided in these Conditions.
8.4 CLOCKWORXX 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 CLOCKWORXX’s obligations in relation to the Equipment, if the delay or failure was due to any cause beyond CLOCKWORXX’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond CLOCKWORXX’s reasonable control; Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of CLOCKWORXX or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
INSOLVENCY OF BUYER
9.1 This clause applies if: the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases, or threatens to cease, to carry on business; or CLOCKWORXX reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to CLOCKWORXX, CLOCKWORXX shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Equipment has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 In these Conditions ’Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term of expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
10.2 Where the Equipment is supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Customer and CLOCKWORXX) apply notwithstanding any other provision of these Conditions.
10.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Equipment into the country of destination and for the payment of any duties on them.
10.4 The Customer shall be responsible for arranging for testing and inspection of the Equipment at CLOCKWORXX’s premises before shipment. CLOCKWORXX shall have no liability for any claim in respect of any defect in the Equipment which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.5 All prices quoted by CLOCKWORXX are ex-works and the Customer must arrange transportation and pay all taxes and duties of any kind payable in respect of the Equipment whether levied in the UK or in the Country of destination.
10.6 The Customer undertakes not to offer the Equipment for resale in any country which is a member of the European Union or any other country notified by CLOCKWORXX to the Customer at or before the time the Customer’s order is placed, or to sell the Equipment to any person if the Customer knows or has reason to believe that that person intends to re-sell the Equipment in any such country.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business.
11.2 No waiver by CLOCKWORXX of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 Any dispute arising under or in connection with these Conditions or the sale of the Equipment shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of The Law Society.
11.5 The Contract shall be governed by the laws of England.