1. IN THESE CONDITIONS
“Business Days” means any day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Buyer” means the person, firm or company so described in the Order;
“Energist” means Energist Ltd incorporated and registered in England and Wales with company number 04838458 whose registered office is at Swansea Enterprise Park, Park Pavilions Clos Llyn Cwm, Bon-y-maen, Swansea SA6 8QY;
“Comparable Goods” means goods which are, in the sole opinion of Energist, sufficiently similar to the Goods to be a satisfactory replacement;
“Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any varied or special terms and conditions agreed in writing between Energist and the Buyer;
“Contract” means the contract of the sale and supply of the Goods and/or the supply and performance of the Services subject to these Conditions;
“Ex Works” ex works (EXW) means ex works Swansea Enterprise Park, Park Pavilions Clos Llyn Cwm, Bon-y-maen, Swansea SA6 8QY (UK);
“Force Majeure Event” means any event which is beyond Energist’s reasonable control, which by its nature could not have been foreseen, was unavoidable, including but not limited to: strikes, lock outs, or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors;
“Goods” means the goods (including any instalment of the goods or any part of them) described in the Order;
“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 or 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;
“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Order” means any written quotation of Energist which is accepted by the Buyer or any written order of the Buyer which is accepted by Energist for the supply of Goods or performance of Services;
“Price” means the Price of the Goods and/or the charge for the Services;
“Services” means the services (if any) described in the Order;
“Specification” includes any plans, drawings, data, process, products or other technical requirements or information agreed in writing by the parties.
2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
2.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.5. a reference to writing or written includes faxes.
3. GENERAL BASIS OF SALE
3.1. These Conditions apply to all Contracts for sale of Goods and/or performance of Services by Energist.
3.2. The Order constitutes an offer from the Buyer to purchase the Goods and/or Services in accordance with these Conditions. The Order is only deemed accepted upon Energist accepting the Order in writing, at which point the Contract shall come into existence (Commencement Date).
3.3. No Order submitted by the Buyer shall be deemed to be accepted by Energist unless and until confirmed in writing by authorised representative of Energist.
3.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Energist.
3.5. The Buyer acknowledges that all advice, instructions or recommendations of Energist rely and are dependent upon all the information and technical background given to Energist by the Buyer.
3.6. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied upon any statement, promise or representation made or given by or on behalf of Energist that is not set out in the Contract.
3.7. Any samples, drawings, descriptive matter or advertising issued by Energist and any descriptions of the Goods, illustrations or descriptions of the Services contained in Energist catalogues or brochures are 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.
3.8. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.9. Any quotation given by Energist shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.
3.10. All Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
4. GOODS AND SERVICES
4.1. Where the Buyer does not specify that the Goods or Services are to be used for a particular purpose, process or procedure, Energist will not be liable for any defect or failure of that purpose, process or procedure.
4.2. The Buyer shall be responsible to Energist for ensuring the accuracy of the terms of any Order (including any applicable Specification) submitted by the Buyer, and for giving Energist any necessary information relating to the Goods and/or Services pursuant to clause 3.5 or otherwise within a reasonable time to enable Energist to perform the Contract in accordance with its terms.
4.3. The quantity, quality, description, functionality, facilities, functions, capacity and description of the Goods and/or Services shall, subject as provided in these Conditions, be as specified in the Order and any applicable Specification as set out in any documents referred to in the Order.
4.4. Any Specification supplied by Energist to the Buyer in connection with the Contract, together with all Intellectual Property Rights in the Specification, shall be the exclusive property of Energist. The Buyer shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Buyer, or as required for the purpose of the Contract. Upon request of Energist the Buyer will return to Energist any documents (or other media) in or upon which any part of the Specification has been supplied by Energist and shall not retain copies thereof.
4.5. If the Goods are to be manufactured or any process is to be applied to the Goods by Energist in accordance with a Specification submitted by the Buyer, the Buyer shall indemnify Energist against all liabilities, losses (including any direct, indirect or consequential losses), damages, costs and expenses (including all legal and other professional costs and expenses) awarded against, suffered by or incurred by Energist in connection with any claim for infringement of any Intellectual Property Rights of any other person which results from Energist’s use of the Specification so submitted by the Buyer.
4.6. Energist reserves the right to make any changes in the Specification of the Goods and/or Services which are required in order for the Goods and/ or Services to conform with any statutory or other regulatory requirements.
4.7. Energist will provide the Services at the Buyer’s premises and where the Buyer has contracted with Energist to provide the Services at the premises of a third party, all references to the Buyer’s premises in the Contract shall be deemed to be references to the premises where the Services are to be provided
4.8. No Order which has been accepted by Energist may be cancelled by the Buyer except with the agreement in writing of Energist and on terms that the Buyer shall indemnify Energist in full against all loss, costs, damages, charges and expenses incurred by Energist as a result of cancellation.
4.9. No order which has been accepted by Energist may be changed or altered by the Buyer except with the agreement in writing of Energist, and payment by the Buyer of a 10% surcharge (calculated as 10% of the Price) to Energist.
4.10. Energist shall provide the Services to the Buyer in accordance with the Specification.
4.11. Energist shall use reasonable endeavours to meet any performance dates for the supply of Services or goods agreed in writing between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of Services or for the supply of goods.
5. PRICE OF THE GOODS
5.1. The Price shall be the Energist quoted price. The Price quoted is valid for twenty (20) Business days only, after which time the Price may be altered by Energist without giving notice to the Buyer. If no Price is quoted, the Price shall be as set out in Energist’s published price list as at the date of delivery.
5.2. Energist reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase in the cost to Energist which is due to any factor beyond the control of Energist, including but not limited to any change in delivery dates, quantities or the Specifications which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Energist adequate or accurate information or instructions.
5.3. Except as otherwise stated under the terms of the Order and unless otherwise agreed in writing between the Buyer and Energist, the Price is given by Energist Ex Works, and where Energist agrees to deliver the Goods otherwise than at Energist premises, the Buyer shall be liable to pay Energist charges for transport, packaging and insurance
5.4. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
5.5. The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Energist.
6. TERMS OF PAYMENT
6.1. Subject to any special terms agreed in writing between the Buyer and Energist, Energist shall be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods. Where the Buyer wrongfully fails to take delivery of the Goods, Energist shall be entitled to invoice the Buyer for the Price at any time after Energist has notified the Buyer that the Goods are ready for collection or (as the case may be) Energist has tendered delivery of the Goods.
6.2. Unless Energist agrees otherwise, the Buyer shall pay the Price in full within 30 days of the date of the Energist invoice, in cleared funds to a bank nominated by Energist. Energist shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3. If the Buyer fails to raise payment in accordance with clause 6.2, without prejudice to any other right or remedy available to Energist, Energist shall be entitled to:
6.3.1. cancel the Contract or suspend any further deliveries to the Buyer;
6.3.2. appropriate any payment made by the Buyer (for goods and/or services supplied under any other contract between the Buyer and Energist) to such of the Goods as Energist may think fit (notwithstanding any purported appropriation by the Buyer); and
6.3.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above HSBC Bank PLC base rate from time to time. Interest shall accrue on a daily basis from the date that payment became due until payment of the outstanding amount is received.
7.1. Unless otherwise agreed in writing between the Buyer and Energist, the Goods shall be delivered Ex Works and Energist shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
7.2. In the case of sales made F.C.A., F.A.S., or F.O.B. UK mainland, unless otherwise agreed the Buyer shall upon request by Energist nominate a carrier or vessel willing to receive the Goods within 30 days from the date of Energist’s request.
7.3. Unless otherwise agreed in writing, in the case of sales made C.I.F., C.I.P., D.D.U. or D.D.P. Energist will effect marine insurance for the Goods on the terms of the current London Institute Cargo Clauses (All Risks) and may, but is not obliged to, effect war risks insurance.
7.4. The Buyer shall be responsible for arranging, testing and inspection of the Goods at Energist premises before shipment. Energist shall have no liability for any claim in respect of any defect in the Goods which:
7.4.1 would be apparent on inspection; or
7.4.2 occurs during, or results from, shipment or transit.
7.5. Any dates quoted for delivery of the Goods are approximate only and time of delivery shall not be of the essence. Energist shall not be liable for any early or late delivery of the Goods, however caused.
7.6. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Energist to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.7. If Energist fails to deliver the Goods (or any instalment), the Buyer must use its best endeavours to mitigate any potential loss. Where the Buyer suffers a foreseeable loss as a result of Energist’s failure to deliver, its liability shall be limited to the difference in price between the undelivered Goods and the price of the cheapest Comparable Goods on the market.
7.8. If the Buyer fails to take delivery of the Goods within 30 (thirty) Business Days of Energist notifying Buyer that the Goods are ready, or fails to give Energist adequate delivery instructions at the time stated for delivery (otherwise than by reason of any Force Majeure or by reason of a fault on the part of Energist) then, without prejudice to any other right or remedy available to Energist, Energist may:
7.8.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
7.8.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses), account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price under the Contract.
7.9. Any charges quoted for delivery of the Goods, transport, packaging and insurance are approximate only and Energist shall not be liable for any changes to the charges quoted however caused.
8. RISK AND PROPERTY
8.1. Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1. in the case of Goods to be delivered at Energist premises, at the time when Energist notifies the Buyer that the Goods are available for collection; or
8.1.2. in the case of Goods to be delivered otherwise than at Energist premises, at the time of delivery (in accordance with the appropriate Incoterms (2010) or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Energist has tendered delivery of the Goods.
8.2. Title to the Goods shall not pass to the Buyer until Energist has received payment in full (in cash or cleared funds) for:
8.2.1 the Goods; and,
8.2.2 any other Goods or Services that Energist has supplied to the Customer.
8.3. Until such time as title to the Goods passes to the Buyer, the Buyer shall hold the Goods as fiduciary agent and bailee for Energist, and shall keep the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of Energist. The Buyer shall be entitled to use the Goods in the ordinary course of its business, but must:
8.3.1. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods maintain the Goods is a satisfactory condition; and
8.3.2. keep the Goods insured against all risks for their full price on Energist’s behalf from the date of delivery,
8.4. Until such time as title to the Goods passes to the Buyer, Energist shall be entitled at any time to require the Buyer to deliver up the Goods to Energist, providing that they have not been resold, or irrevocably incorporated into another product, and, if the Buyer fails to do so forthwith, to enter any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9. BUYERS OBLIGATIONS
9.1. The Buyer shall be responsible at its own expense for:
9.1.1. the availability and supply of adequate supplies of water, electricity and lighting and other necessary utilities;
9.1.2. the operation of its own plant and machinery;
9.1.3. the availability and supply of adequate temperature and humidity control, if required, at the premises where the Goods are to be used;
9.1.4. informing Energist within 5 (five) days in writing of any significant changes in the location, operating environment or conditions of use in respect to, the system(s) which are used together with or to which the Goods are applied or which are the subject of the Services provided;
9.1.5. providing facilities for storing, lifting or otherwise transporting Energist equipment and materials on the Buyer’s premises;
9.1.6. providing adequate washing and sanitary facilities for Energist staff.
9.2. The Buyer shall:
9.2.1. cooperate with Energist in all matters relating to the Services;
9.2.2. provide Energist, its employees, agents, consultants and sub-contractors, with safe unrestricted access to the Buyer’s premises, office accommodation and other facilities as reasonably required by Energist to provide the Services;
9.2.3. provide Energist with such information and materials as Energist may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
9.2.4. 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;
9.2.5. keep and maintain all materials, equipment, documents and other property of Energist (“Energist Materials”) at the Buyer’s premises in safe custody at its own risk, maintain Energist Materials in good conditions, and not dispose of or use Energist Materials other than in accordance with Energist’s written instructions or authorisation.
9.3. If Energist’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission of the Buyer, or failure by the Buyer to perform any relevant obligation (“Buyer Default”):
9.3.1. Energist shall, without limiting its other rights or remedies: have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays Energist’s performance of any of its obligations;
9.3.2. Energist shall not be liable for costs or losses sustained or incurred by the Buyer arising directly or indirectly from Energist’s failure to delay or perform any of its obligations as set out in this clause 9; and
9.3.3. the Buyer shall reimburse Energist on written demand for any costs or losses sustained or incurred by Energist arising directly or indirectly from the Buyer Default.
9.4. the Buyer will promptly inform Energist of the following:
9.4.1. the Buyer sell the Goods to a third party at any time; and
9.4.2. the Buyer’s business ceases trading for any reason.
10.1. Nothing in these Conditions shall limit or exclude Energist’s liability for;
10.1.1 death or personal injury caused by Energist negligence, or the negligence of its employees, agents or subcontractors;
10.1.2. fraud or fraudulent misrepresentation;
10.1.3 breach of terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
10.1.4. breach of the terms implied by section 12 of the Sales of Goods Act 1979 (title and quiet possession); or
10.1.5. defective products under the Consumer Protection Act 1987.
10.2. Subject to clause 10.8 Energist shall not, under any circumstance whatsoever, be liable to the Buyer whether in contract, tort (including negligence) breach of statutory duty, or otherwise for any loss of profit, indirect, special or consequential loss or damage which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer or the performance of the Services. In particular, Energist will not be liable for any loss arising out of:
10.2.1. any inaccurate or insufficient information or technical background given to Energist;
10.2.2. any failure to comply strictly with the instructions, advice or recommendations given to the Buyer by Energist;
10.2.3. any use or application of the Goods for any purpose other than those detailed in the Specification or advised by Energist in writing; or
10.2.4. any breach of the obligations set out in clause 10;
10.2.5. any failure to comply with any applicable legislation or any guidelines issued by the Health and Safety Executive or other appropriate regulatory authority current at the time of use of the Goods by the Buyer or any of its employees, agents or sub-contractors.
10.3. Any parameters given in respect to the performance of the Goods are based on the design parameters set out in the Specification and Energist will not be liable for any failure of the Goods to achieve these parameters unless the operating conditions for the Goods are the same as set out in the Specification.
10.4. Energist is not an insurer and insurance (if any) shall be obtained by the Buyer.
10.5. Subject as expressly provided in these Conditions, and except where the Goods and/or Services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
10.7. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the Specification shall be notified to Energist within 7 days from the date of delivery or where the defect or failure was not apparent on reasonable inspection, immediately upon discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Energist accordingly, the Buyer shall not be entitled to reject the Goods and Energist shall have no liability for such defect or failure.
10.8. Where any valid claim in respect of any of the Goods and/or Services which is based on any defect in the quality or condition of the Goods and/or Services or their failure to meet Specification is notified to Energist in accordance with these Conditions and provided the Goods are returned to Energist premises carriage paid, Energist will at its option either replace the Goods (or the part in question) and/or Services free of charge or refund to the Buyer the Price of the Goods and/or Services (or a proportionate part of the price), but Energist shall have no further liability to the Buyer.
10.9. Energist’s total liability to the Buyer in respect of all losses arising under or in connection with the Contract, whether in contract tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the Price paid for the Goods or Services under this Contract in the previous 12 months.
11. INTELLECTUAL PROPERTY INDEMNITY
11.1. Notwithstanding any other term of these Conditions, all Intellectual Property Rights arising out of or in connection with the supply of Goods or Services shall be owned by Energist.
11.2. The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional upon Energist obtaining a written licence from the relevant licensor on such terms as will entitle Energist to licence such rights to the Buyer.
11.3. All Energist Materials are the exclusive property of Energist.
12. BUYERS INDEMNITY
The Buyer shall indemnify Energist and keep it indemnified against all injury (including death) to any persons and all loss and/or damage as a result of any act, default or negligence by the Buyer and its employees or agents (other than Energist or its sub-contractors) and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
13.1. Without limiting its other rights or remedies, Energist may terminate the Contract with immediate effect by giving written notice to the Buyer if:
13.1.1. the Buyer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
13.1.2. the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3. the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
13.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
13.1.5. the Buyer (being an individual) is the subject of a bankruptcy petition or order;
13.1.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer (being a company);
13.1.8. a floating charge holder over the assets of the Buyer (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9. a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
13.1.10. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject, that has an effect equivalent or similar to any of the events mentioned in clause 13.1.2 to clause 13.1.9. (inclusive);
13.1.11. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
13.1.12. the Buyer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2. Without limiting its other rights or remedies Energist shall have the right to suspend any further deliveries or supply of Services under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.3. On termination of this Contact (for any reason):
13.3.1 the Buyer shall immediately pay to Energist all of Energist’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Energist shall submit an invoice, which shall be payable by the Buyer immediately upon receipt;
13.3.2. the Buyer shall return all of Energist’s Materials. If the Buyer fails to do so, then Energist may enter the Buyer’s premises and take possession of the Materials. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
13.3.3. the accrued rights and remedies of the parties as at termination shall not be affected, 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; and
13.3.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. DISPOSAL OF THE GOODS
Energist will not be responsible for disposing of the Goods in any capacity at any time. The responsibility for disposing the Goods passes to the Buyer on completion of the Order. When necessary or required, the Buyer will dispose of the Goods in a responsible manner in line with any relevant laws and regulations. This clause 14 will survive any termination of the Contract.
15.1. Energist shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Energist’s obligations in relation to the Goods or Services if the delay or failure was due to a Force Majeure Event.
15.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
15.3. No waiver by Energist of any breach of the Contract by Energist shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.1. 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 thereby.
16.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17. ASSIGNMENT AND SUBCONTRACTING
17.1. Energist may at any time assign, transfer, charge, sub contract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
17.2. The Buyer shall not, without the prior written consent of Energist, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.
17.3. A person who is not a party to the Contract shall not have any rights under or in connection with it.
18. GOVERNING LAW AND JURISDICTION
Any dispute or claim arising out of or in connection with the Contract, its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.
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