Terms and conditions
Bar Code Data Ltd
– Terms and Conditions of Supply 1 Proposal This proposal shall not constitute an offer. By accepting this proposal you hereby acknowledge and agree that:
1. you have read and accept our attached terms and conditions of supply (or if not attached, which can be downloaded at the following link : https://www.barcodedata.co.uk/bar-code-data-ltd-terms-and-conditions-of-sale (“Terms”); and
2. such acceptance of this quotation constitutes an offer to engage Bar Code Data Limited to supply the goods and, if applicable, services referred to in this proposal in accordance with, and subject to, the Terms 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.
Bar Code Data Ltd – Terms and Conditions of Supply 2 The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions. BCD: Bar Code Data Limited (company number: 02463305) whose registered office is address is at Ashton House, Margaret Street, Ashton Under Lyne, Lancashire, OL7 0SH.
BCD Materials: has the meaning given in clause 8.1.8.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 18.10. Contract: the contract between BCD and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
Customer: the person or firm who purchases the Goods and/or Services from BCD.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
Deliverables: the deliverables set out in the Proposal.
Delivery Location: has the meaning given in clause 4.1.
Fixed Price Services: the Services in respect of which BCD has agreed to charge a fixed price, as expressly set out in the Proposal.
Force Majeure Event: has the meaning given to it in clause 16.
Goods: the goods (or any part of them) ordered by the Customer according to the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is set out in the Proposal or is agreed in writing by the Customer and BCD.
Intellectual Property Rights: all intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Minimum Purchase Amount: the minimum price or quantity of Goods as set out in the Proposal that the Customer has agreed to purchase from BCD during the Term (if any).
Order: the Customer's order for the supply of goods and/or services whether by acceptance of a Proposal or otherwise.
Order Confirmation: BCD’s written confirmation of acceptance of an Order.
Proposal: BCD’s proposal or quotation for the supply of goods and/or services to the Customer.
Services: the services, including the Deliverables, ordered by the Customer pursuant to the Order.
Service Specification: the description or specification for the Services that is set out in the Proposal or is agreed in writing by the Customer and BCD.
Term: the term (if any) set out in the Proposal during which the Customer is to purchase the Minimum Purchase Amount of the relevant Goods.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
1.2 Interpretation: 1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns. 1.2.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.5 Unless expressly stated otherwise a reference to writing or written does not include email or fax.
2 Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when BCD issues an Order Confirmation (or, if earlier, when BCD supplies any of the Goods and/or Services), at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by BCD and any descriptions of the Goods or illustrations or descriptions of the Services contained in BCD's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any Proposal shall not constitute an offer, and, unless expressly stated otherwise therein, is only valid for a period of 20 Business Days from its date of issue. 2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3 Goods
3.1 The Goods are described in BCD's catalogue/website as modified by any applicable Goods Specification.
3.2 BCD reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and BCD shall notify the Customer in any such event.
3.3 Where the Order Confirmation provides for a Minimum Purchase Amount, the Customer shall purchase from BCD at least the Minimum Purchase Amount during the Term.
3.4 If preferential discounts are applied to the Goods for a Customer based upon delivery of Goods in multiple instalments then that Customer must take delivery of said Goods over a reasonable period of time. 4 Delivery of Goods
4.1 Unless agreed by BCD in writing, BCD shall deliver the Goods to the location set out in the Proposal or such other location as the parties may agree (Delivery Location) at any time after BCD notifies the Customer that the Goods are ready.
4.2 If agreed by BCD in writing, BCD shall make the Goods available for collection from BCD’s premises. The Customer shall be responsible for collecting the Goods during BCD’s normal business hours and loading the Goods onto a suitable vehicle. The Customer shall collect the Goods within 14 days of BCD giving the Customer notice that the Goods are ready for collection.
4.3 Delivery of the Goods shall be completed:
4.3.2 where the Goods are delivered by BCD as stated in clause 4.1, on the commencement of the unloading of the Goods at the Delivery Location;
4.3.3 where the Goods are made available for collection as stated in clause 4.2, upon commencement of the loading of the Goods by or on behalf of the Customer;
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
4.5 If BCD 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.
4.6 BCD shall not be liable for any failure to deliver, or delay in delivery of, the Goods that is caused by a Force Majeure Event or the Customer's failure to provide BCD with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to accept delivery of the Goods within three Business Days of BCD notifying the Customer that the Goods are ready, fails to collect the Goods when they are ready or fails to give BCD adequate delivery instructions, then except where such failure or delay is caused by a Force Majeure Event or by BCD’s failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 where the Customer fails to take delivery of the Goods, delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which BCD notified the Customer that the Goods were ready
4.7.2 where the Customer fails to collect the Goods when they are ready or fails to give BCD adequate delivery instructions, at 9:00am on Bar Code Data Ltd – Terms and Conditions of Supply 3 the date 14 days after the date of the notice given under clause 4.2; and
4.7.3 BCD shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten Business Days after the day on which BCD notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them or has failed to collect the Goods, BCD may resell or otherwise dispose of part or all of the Goods and, charge the Customer for any shortfall below the price of the Goods.
4.9 BCD may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 Quality of Goods
5.1 BCD warrants that the Goods shall on delivery:
5.1.1 conform in all material respects with their description and any applicable Goods Specification; and
5.1.2 be free from material defects in design, material and workmanship. 5.2 Subject to clause 5.3, BCD shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if: 5.2.1 the Customer gives notice in writing within a reasonable time of discovery and in any event within 3 days of delivery, that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 BCD is given a reasonable opportunity of examining such Goods; and 5.2.3 the Customer (if asked to do so by BCD) returns such Goods to BCD's place of business at BCD's cost.
5.3 BCD shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if: 5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow BCD's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 the defect arises as a result of BCD following any drawing, design or Goods Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of BCD;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6 the Goods differ from their description and/or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, BCD shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by BCD.
5.6 The Customer should return such Goods to BCD’s place of business in their original state, with its original packaging in tact, such packaging shall be free from marks and/or defects, otherwise BCD resreves the right to charge the manufacturer’s restocking fee of up to 15% of the invoice value.
6 Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until BCD receives payment in full (in cash or cleared funds) for the Goods and any other goods that BCD has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as BCD's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on BCD's behalf from the date of delivery;
6.3.4 notify BCD immediately if it becomes subject to any of the events listed in clause 14.2.2 to clause 14.2.4; and 6.3.5 give BCD such information relating to the Goods as BCD may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2.2 to clause 14.2.4, then, without limiting any other right or remedy BCD may have BCD may at any time:
6.4.1 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
6.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7 Supply of Services
7.1 BCD shall supply the Services to the Customer in accordance with the Order Confirmation in all material respects.
7.2 BCD shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 BCD reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and BCD shall notify the Customer in any such event.
7.4 BCD warrants to the Customer that the Services will be provided using reasonable care and skill.
8 Customer's Obligations
8.1 The Customer shall: 8.1.1 ensure that the terms of the Order are complete and accurate;
8.1.2 co-operate with BCD in all matters relating to the Services;
8.1.3 provide BCD, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by BCD to provide the Services;
8.1.4 provide BCD with such information and materials as BCD may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.5 if applicable, prepare the Customer's premises for the supply of the Services;
8.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.7 comply with all applicable laws, including health and safety laws;
8.1.8 keep all materials, equipment, documents and other property of BCD (BCD Materials) at the Customer's premises in safe custody at its own risk, maintain BCD Materials in good condition until returned to BCD, and not dispose of or use BCD Materials other than in accordance with BCD's written instructions or authorisation; and
8.1.9 comply with any additional obligations as set out in the Proposal.
8.2 If BCD’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1 without limiting or affecting any other right or remedy available to it, BCD shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays BCD’s performance of any of its obligations;
8.2.2 BCD shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BCD’s failure or delay to perform any of its obligations as set out in this clause 8.2; and 8.2.3 the Customer shall reimburse BCD on written demand for any costs or losses sustained or incurred by BCD arising directly or indirectly from the Customer Default.
9 Charges and Payment
9.1 The price for Goods:
9.1.1 shall be the price set out in the Proposal or, if no price is quoted, the price set out in BCD's published price list as at the date of the order; and
9.1.2 shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer, unless expressly stated otherwise by BCD.
9.2 The charges:
9.2.1 for Fixed Price Services, shall be the price set out in the Proposal or, if no price is quoted, the price set out in BCD’s published price list as at the date of the order; or
9.2.2 for Services other than Fixed Price Services, shall be calculated on a time and materials basis: Bar Code Data Ltd – Terms and Conditions of Supply 4
9.2.2.1 the charges shall be calculated in accordance with BCD's daily fee rates, as set out in the Order Confirmation;
9.2.2.2 BCD's daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
9.2.2.3 BCD shall be entitled to charge an overtime rate of 150% of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.2.2; and
9.2.2.4 BCD shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom BCD engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by BCD for the performance of the Services, and for the cost of any materials.
9.3 BCD reserves the right to:
9.3.1 increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the [Retail Prices Index;
9.3.2 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to BCD that is due to:
9.3.2.1 any factor beyond the control of BCD (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.3.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
9.3.2.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give BCD adequate or accurate information or instructions in respect of the Goods.
9.4 In respect of Goods, BCD shall invoice the Customer on or at any time after completion of delivery (or deemed delivery under clause 4.7.1). In respect of Services, BCD shall invoice the Customer on completion of the Services in respect of any Fixed Price Services and monthly in arrear for any Services other than Fixed Price Services, unless expressly agreed otherwise by BCD.
9.5 The Customer shall pay each invoice submitted by BCD:
9.5.1 within 30 days of the date of the invoice; and
9.5.2 in full and in cleared funds to a bank account nominated in writing by BCD, and time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by BCD to the Customer, the Customer shall, on receipt of a valid VAT invoice from BCD, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make a payment due to BCD under the Contract by the due date, then, without limiting BCD's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.8 All amounts due under the Contract shall be paid in full without any setoff, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10 Intellectual Property Rights
10.1All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by BCD.
10.2BCD grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
10.3The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause
10.2. 10.4The Customer grants BCD a fully paid-up, non-exclusive, royalty-free nontransferable licence to copy and modify any materials provided by the Customer to BCD for the term of the Contract for the purpose of providing the Services to the Customer.
11 Data Protection
11.1Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
11.2The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and BCD is the processor.
11.3Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to BCD for the duration and purposes of the Contract.
12 Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and 12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13 Limitation of Liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
13.2.1 death or personal injury caused by negligence;
13.2.2 fraud or fraudulent misrepresentation;
13.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
13.2.4 defective products under the Consumer Protection Act 1987.
13.3 Subject to clause 13.2, BCD's total liability to the Customer shall not exceed an amount equal to the greater of:
13.3.1 price for the Goods and/or Services set out in the Order Confirmation; and
13.3.2 the insurance cover effected by BCD and actually available to meet the claim in question.
13.4 This clause 13.4 sets out specific heads of excluded loss:
13.4.1 Subject to clause 13.2, the types of loss listed in clause
13.4.2 are wholly excluded by the parties. 13.4.2 The following types of loss are wholly excluded:
13.4.2.1 loss of profits;
13.4.2.2 loss of sales or business;
13.4.2.3 loss of agreements or contracts;
13.4.2.4 loss of anticipated savings;
13.4.2.5 loss of use or corruption of software, data or information;
13.4.2.6 loss of or damage to goodwill; and
13.4.2.7 indirect or consequential loss.
13.5 BCD has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.6 This clause 13 shall survive termination of the Contract.
14 Termination Bar Code Data Ltd – Terms and Conditions of Supply 5
14.1 Without affecting any other right or remedy available to it, BCD may terminate the Contract by giving the Customer not less than 30 days’ written notice.
14.2 Without affecting any other right or remedy available to it, BCD may terminate the Contract with immediate effect by giving written notice to the Customer if:
14.2.1 the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
14.2.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
14.2.3 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
14.2.4 the Customer’s financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.3 Without affecting any other right or remedy available to it, BCD may terminate the Contract with immediate effect by giving written notice to the Customer if:
14.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or 14.3.2 there is a change of Control of the Customer. 14.4 Without affecting any other right or remedy available to it, BCD may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and BCD if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.2.2 to clause 14.2.4, or BCD reasonably believes that the Customer is about to become subject to any of them.
15 Consequences of Termination
15.1 On termination of the Contract:
15.1.1 the Customer shall immediately pay to BCD all of BCD's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, BCD shall submit an invoice, which shall be payable by the Customer immediately on receipt;
15.1.2 where the Proposal provides for a Minimum Purchase Amount, and on termination of the Contract the Customer has failed to purchase at least the Minimum Purchase Amount, BCD shall submit an invoice, in respect of the proportion of the Minimum Purchase Amount not yet purchased, which shall be payable by the Customer immediately on receipt;
15.1.3 the Customer shall return all of BCD Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then BCD may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
15.1.4 BCD shall be entitled to retain any deposit paid by the Customer and set such deposit off against any amount owing to it by the Customer.
15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
16 Force Majeure Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 months, the unaffected party may terminate this agreement by giving 14 days' written notice to the affected party.
17 Notices
17.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid firstclass post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case)
17.2 Any notice shall be deemed to have been received:
17.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
17.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service (whichever is earlier).
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18 General
18.1 BCD may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
18.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
18.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 18.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
18.4 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
18.6 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.7 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
18.8 Nothing in clauses 18.6 or 18.7 shall limit or exclude any liability for fraud.
18.9 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.10 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
18.11 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.