A: Terms and Conditions for Sales and Purchases
The Supplier shall provide the Goods to the Customer on these Conditions (in particular the Customer’s attention is drawn to the limitation of liability at clause 12).
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 13.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.
Supplier: Bariatric Training Mannequins Ltd, registered in England and Wales with company number 08263812 and “Bariquins” is a trading name thereof.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or 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.
(d) 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.
(e) A reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained on the Supplier’s website or in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3. GOODS
3.1 The Goods are described on the Supplier’s website.
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. DELIVERY
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and the Customer shall account to the Supplier for all costs incurred by the Supplier in connection with the Goods, not limited to costs of storage, insurance and costs associated with the attempted delivery of the Goods.
4.8 The Supplier 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. 14-DAY RETURNS POLICY
5.1 If the Customer gives notice in writing that the Customer wishes to cancel the Order before the Goods are delivered, or returns the Goods to the Supplier within 14 days of receiving the Goods, the Supplier will arrange for a full refund, subject to the terms of this clause 5. This guarantee is only offered to Customers in the United Kingdom.
5.2 The Customer should give the Supplier prior written notice of the return using the contact email address provided in the Order and give details of the order number, Customer’s name, address, contact telephone number and e-mail address, the reason for the return and whether a refund or replacement is required.
5.3 The Customer must ensure that the Supplier receives the unwanted Goods from the Customer within 14 days of the date on which the Goods were delivered to the Customer. Goods are to be returned to the Supplier’s place of business at the Customers’ own risk and expense. Returned Goods are not deemed to have been accepted by the Supplier until the Supplier is given a reasonable opportunity of examining such Goods. The risk in the Goods shall only pass to the Supplier once it has accepted the return of the Goods.
5.4 Any unwanted Goods must be returned with the name of the Customer, order number, invoice number and date of purchase clearly identified on the packaging. Goods must be returned clean and in their original (unaltered, undamaged) condition and packaging.
5.5 If a return made in accordance with this clause 5 is authorised by the Supplier, the Supplier will endeavour to process all refunds within 7 days of the Supplier authorising the return. The Supplier reserves the right to refuse to accept any return not made in accordance with this clause 5 (this does not affect the Customer’s rights to return Goods that do not comply the warranty set out in clause 6.1).
6. QUALITY
6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost (Goods must be returned with the name of the Customer, order number, invoice number and date of purchase clearly identified on the packaging),
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, accidental damage, or abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier 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.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.2, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) 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.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.6 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. EXPORT TERMS
9.1 In these Conditions and “Incoterms 2020” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at 1st January 2020. Unless the context otherwise requires, any term of expression which is defined in or given a particular meaning by the provisions of Incoterms 2020 shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms 2020 and these Conditions, these Conditions shall prevail.
9.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Clause 8 shall (subject to any special terms agreed in writing between the Customer and the Supplier) apply notwithstanding any other provision of these Conditions.
9.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation, use or sale of the Goods into the country of destination, the payment of any duties or taxes on them and the transportation and storage of the Goods.
9.4 Unless otherwise agreed in writing between the Customer and the Supplier, the Goods shall be delivered EXW Ex Works from the Suppliers premises and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
9.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Supplier’s premises before shipment. The Supplier shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
9.6 Payment of all amounts due to the Supplier shall be made by telegraphic transfer or cleared funds to such bank account in England as shall be notified to the Customer and the Goods shall only be dispatched for shipment once cleared funds of all amounts due to the Supplier have been received by the Supplier in accordance with this clause 8.6.
9.7 The Customer undertakes not to offer the Goods for resale in any country anywhere in the world, or to sell the Goods to any person if the Customer knows or has reason to believe that that person intends to resell the Goods in any country.
10. CUSTOMER COVENANTS
10.1 The Customer irrevocably covenants to the Supplier that:
(a) the Customer’s use of the Goods shall be restricted to the normal business use of the Goods; being the use of the Goods in connection with the training of the Customer’s employees and workers, the training of the Customer’s clients, or the training of the employees and workers of the Customer’s clients;
(b) the Customer shall not use the Goods other than as specified in clause 10.1(a) without the prior written consent of the Supplier; and
(c) without prejudice to the generality of clause 10.1(b), the Customer shall not rent, lease or loan the Goods to any other person, and the Customer shall not offer the Goods for resale in any country anywhere in the world.
10.2 The Customer shall indemnify Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Supplier arising out of or in connection with any breach by the Customer of the covenants contained in clause 10.1.
11. TERMINATION AND SUSPENSION
11.1 If the Customer becomes subject to any of the events listed in clause 11.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.
11.2 For the purposes of clause 11.1, the relevant events are:
(a) the Customer 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 or limited liability partnership) 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;
(b) (being a company) 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 Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer, or 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 Customer or the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(c) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer 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;
(f) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to clause 11.2(c) (inclusive);
(g) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
11.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.2(a) to clause 11.2(g) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
11.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. LIMITATION OF LIABILITY
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2 Subject to clause 12.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
13. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including 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.
14. GENERAL
14.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
14.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
14.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
14.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
B: TERMS AND CONDITIONS OF HIRE
1. INTERPRETATION
1.1 In these conditions the following words have the following meanings:
Contract means a contract, which incorporates these conditions and made between the Customer and the Supplier for the hire of Hire Equipment.
Customer means the firm, company or other organisation hiring the Hire Equipment. Deposit means any advance payment required by the Supplier in relation to the Hire Equipment which is to be held as security by the Supplier.
Force Majeure means any event outside the party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil commotion, malicious damage, explosion, terrorism, governmental action and any other similar event.
Hire Equipment means the mannequin, equipment, article, tool, and/or device together with any accessory specified in a Contract, which are hired by the Customer.
Hire Period means the period commencing when the Customer holds the Hire Equipment on hire and ending upon any of the following events (i) the physical return of the Hire Equipment by the Customer into the Suppliers possession; or (ii) the physical repossession or collection of The Hire Equipment by the Supplier.
Liability means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses or liabilities.
Products means the products sold to the Customer by the Supplier.
Hire Charges means the Suppliers charging rate for the hire of the Hire Equipment, which is current from time to time during the Hire Period.
Supplier means Bariatric Training Mannequins Ltd T/A ‘Bariquins’ and will include its employees, servants, agents and/or duly authorised representatives.
Services means the services and/or work (if any) to be performed by the Supplier in conjunction with the hire of Hire Equipment including any delivery and/or collection service for the Hire Equipment.
2. BASIS OF CONTRACT
2.1 The Hire Equipment is hired subject to it being available for hire to the Customer at the time required by the Customer. The Supplier will not be liable for any loss suffered by the Customer as a result of the Hire Equipment being unavailable for hire where the Hire Equipment are unavailable due to circumstances beyond the Suppliers control.
2.2 Where the hire of Hire Equipment is to a Customer who is an individual and the hire would be covered by the Consumer Credit Act 1974 the duration of the Hire Period shall not exceed 3 months, after which time the Contract shall be deemed to have automatically terminated. Accordingly the hire of any Hire Equipment is not covered by the Consumer Credit Act 1974.
2.3 Nothing in this Contract shall exclude or limit any statutory rights of the Customer, which may not be excluded or limited due to the Customer acting as a consumer.
3. PAYMENT
3.1 The amount of any Deposit, Hire Charges and/or charges for any Services shall be quoted to the Customer. Where a Deposit is required for the Hired Goods it must be paid in advance of the Customer hiring the Hire Equipment.
3.2 The Customer shall pay the Hire Charges for any Services, monies for any Products and/or any other sums payable under the Contract to the Supplier at the time and manner agreed. The Suppliers prices are, unless otherwise stated, exclusive of VAT for which the Customer shall additionally be liable.
3.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
3.4 If the Customer fails to make payment in full on the due date the Supplier may charge the Customer interest on the amount unpaid at a rate implied by law under the Late Payment of Commercial Debts (Interest) Act 1998 (where applicable).
3.5 Any monies received by the Supplier from the Customer may be applied by the Supplier at its option against any administrative costs and interest charged prior to application against any principal sums due from the customer against which it may be applied in any order.
3.6 The Customer shall pay all sums due to the Supplier under the Contract without any set off, deduction, counterclaim and/or any withholding of monies.
3.7 The Supplier may set a reasonable Credit Limit for the Customer. The Supplier reserves the right to terminate the Contract or suspend the Contract for hire of the Hire Equipment and/or the provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
4. RISK OWNERSHIP AND INSURANCE
4.1 Risk in the Hire Equipment and any Products will pass immediately to the Customer when they leave the physical possession or control of the Suppler.
4.2 Risk in the Hire Equipment will not pass back to the Supplier from the Customer until the Hire Equipment is in the physical possession of the Supplier. This shall apply even though the Supplier has agreed to cease charging the Hire Charges.
4.3 Ownership of the Hire Equipment remains at all times with the Supplier. The Customer has no rights, title or interest in the Hire Equipment except that they are hired to the Customer. Ownership of any Products remains with the Supplier until all moneys payable to the supplier by the Customer for the Products have been paid in full.
4.4 The Customer must not deal with the ownership or interest in the Hire Equipment. This includes but is not limited to selling, assigning, mortgaging, pledging, charging, securing, hiring, withholding, exerting any right to withhold, disposing of and/or lending.
4.5 The Supplier may provide reasonably priced insurance in respect of the Hired Goods at an additional cost to the Hire Charges. Alternatively, the Supplier may require the Customer to insure the Hire Equipment on such reasonable terms and for such reasonable risks as the supplier may specify. The proceeds of any such insurance shall be held in trust for the Supplier and be paid to the Supplier on demand.
5. DELIVERY, COLLECTION AND SERVICES
5.1 It is the responsibility of the Customer to collect the Hire Equipment from the Supplier and return them to the Supplier at the end of the Hire Period. If the Supplier agrees to deliver or collect the Hire Equipment to/or from the Customer it will do so at an additional cost to the Hire Charges and will form part of the Contract.
5.2 Where the Supplier provides Services, the person performing the Services are servants of the Customer and once the Customer instructs such person they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice given by the Customer to any such person and any damage which occurs as a result of such persons following the Customers instructions, guidance and/or advice except to the extent that the persons performing the Services are negligent.
5.3 The Customer will allow and/or procure sufficient access to and from the relevant site and provide sufficient unloading space, facilities, equipment and access to utilities for the supplier’s employees, sub-contractors and/or agents to allow them to carry out the Services. The Customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence.
5.4 If any Services are delayed, postponed and/or are cancelled due to the Customers failing to comply with its obligations the Customer will be liable to pay the Supplier’s additional charges from time to time for such delay, postponement and/or cancellation.
6. CARE OF HIRE EQUIPMENT
6.1 The Customer shall:-
6.1.1 not remove any labels from and/or interfere with the Hire Equipment, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Equipment and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to the Customer;
6.1.2 notify the supplier immediately after any breakdown, loss and/or damage to the Hire Equipment;
6.1.3 take adequate and proper measures to protect the Hire Equipment from theft. damage and/or other risks;
6.1.4 notify the Supplier of any change of its address and upon the Suppliers request provide details of the location of the Hired Goods;
6.1.5 permit the Supplier at all reasonable times to inspect the Hire Equipment including providing access to where the Hire Equipment is situated
6.1.6 keep the Hire Equipment at all times in its possession and control and not to remove the Hire Equipment from the country where the Supplier is located without written consent of the Supplier;
6.1.7 not do or omit to do anything which will or may be deemed to invalidate any insurance policy related to the Hire Equipment;
6.1.8 not continue to use the Hire Equipment where it has been damaged and will notify the Supplier immediately if the Hire Equipment is involved in an accident resulting in damage to the Hire Equipment, other property and/or injury to any person; and
6.1.9 where the Hire Equipment require fuel, oil and/or electricity ensure that the proper type, and/or voltage is used and that, where appropriate, the Hire Equipment is properly installed by a qualified person.
7. BREAKDOWN
7.1 Allowances will be made in relation to the Hire Charges to the Customer for any non-use of the Hire Equipment due to breakdown caused by a development of an inherent fault and/or fair wear and tear on condition that the Customer informs the Supplier as soon as practicable of the breakdown.
7.2 The Customer shall be responsible for all expenses, loss (including loss of Hire Charges) and/or damage suffered by the Supplier arising from any breakdown of the Hire Equipment due to the Customer’s negligence misdirection and /or misuse of the Hire Equipment.
7.3 The Supplier will at its own cost carry out all routine maintenance and repairs to the Hire Equipment during the Hire Period and all repairs, which are required due to fair wear and tear and/or an inherent fault in the Hire Equipment. The Customer will be responsible for the cost of all repairs necessary to the Hire Equipment which arise otherwise than as a result of fair wear and tear, an inherent fault and/or the negligence of the Supplier while carrying out routine maintenance and/or repairs.
7.4 The Customer must not repair or attempt to repair the Hire Equipment unless authorised in writing by the Supplier.
8. LOSS OR DAMAGE TO THE HIRE EQUIPMENT
8.1 If the Hire Equipment is returned in a damaged, unclean and/or defective state except where due to fair wear and tear and/or an inherent fault in the Hire Equipment, the Customer shall be liable to pay the Supplier for the cost of any repair and/or cleaning required to return the Hire Equipment to a condition fit for re-hire and to pay the Hire Charges, in accordance with the provisions of clause 8.3. until such repairs and/or have been completed.
8.2 The Customer will pay the Supplier the replacement cost on a new for old basis of any Hire Equipment which are lost, stolen and/or damaged beyond economic repair during the Hire period less the amount paid to the Supplier under any insurance policy taken out in accordance with these conditions.
8.3 The Customer shall pay the Hire Charges for the Hire Equipment up to and including the date it notified the Suppler that the Hire Equipment had been lost, stolen and/or damaged beyond economic repair. From that date until the Supplier has replaced such Hire Equipment the Customer shall pay, as a genuine pre-estimate of lost profit based on two thirds of the Hire Charges that would have been applied for such Hire Equipment for that period. The Supplier shall use its reasonable commercial endeavours to purchase replacements as quickly as possible.
9. TERMINATION BY NOTICE
9.1. If the Hire Period has a fixed duration, subject to the provisions of section 10 neither the Customer nor the Supplier shall be entitled to terminate the Contract before the expiry of that fixed period unless agreed with the other party.
9.2 If the Hire Period does not have a fixed duration either the Customer or the Supplier is entitled to terminate the Contract upon giving to the other party any agreed period of notice.
9.3 If no period of notice has been agreed or specified the Customer may terminate the Hire Period by the physical return of the Hire Equipment to the Supplier.
9.4 The Supplier shall be entitled to terminate the hire of the Hire Equipment giving the Customer not less than 2 days notice to the Customer.
10. DEFAULT
10.1 If the Customer:-
10.1.1 fails to make any payment to the Supplier when due without just cause;
10.1.2 Breaches the terms of the Contract and, where the breach is capable of remedy, has not been remedied within 14 days of receiving written notice requiring the breach to be remedied;
10.1.3 Persistently breaches the terms of the Contract;
10.1.4 Pledges charges or creates any form of security over the Hire Equipment
10.1.5 Being a company, enters into voluntary or compulsory liquidation, has a receiver, administrator or an administrative receiver appointed.
10.1.6 Appears reasonably to the Supplier to be about to suffer any of the above; then the Supplier shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.
10.2 If any of the events set out in clause 10.1 above occur in relation to the Customer then: –
10.2.1 the Supplier may enter without prior notice, any premises of the Customer (or premises of third parties with their consent) where the Hire Equipment and/or Products owned by the Supplier may be and repossess any Hire Equipment and/or Products
10.2.2 the Supplier may withhold the performance of any Services and cease any Services in progress under this and any other Contract with the Customer.
10.2.3 The Supplier may immediately cancel, terminate and/or suspend without Liability to the Customer the Contract and/or any other Contract with the Customer; and/or
10.2.4 all monies owed by the Customer to the Supplier shall become immediately due and payable.
10.3 Any repossession of the Hire Equipment and/or Products shall not affect the Supplier’s right to recover any damages in respect of any breach which occurred prior to repossession of the Hire equipment and/or Products.
10.4 Upon termination of the Contract the Customer shall immediately:
10.4.1 return the Hire Equipment to the Supplier or make the Hire Equipment available for collection by the Supplier and requested by the Supplier; and
10.4.2 pay to the Supplier all arrears of Hire Charges, charges for any Services, monies for any Products and/or any other sums payable under the Contract.
11. LIMITATIONS OF LIABILITY
11.1 All warranties, representations, terms, conditions and duties implied by law relating to the fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
11.2 If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Suppliers Liability will be limited to the retail cost of replacement of the damaged property.
11.3 Any defective Hire Equipment must be returned to the Supplier for inspection if requested by the Supplier before the Supplier will have any Liability for defective Hire equipment.
11.4 The Supplier will have no Liability to the Customer if, without just cause, any monies due in respect of the Hire Equipment and/or the Services have not been paid in full by the due date for payment.
11.5 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Hire Equipment and/or Services after the defect has become apparent or suspected or should reasonably become apparent to the Customer.
11.6 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.
11.7 The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any insurance policy arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any rights of subrogation they may have against the Supplier.
11.8 The Supplier shall have no Liability to the Customer for any: –
11.8.1 Consequential losses (including loss of profits and/or damage to goodwill)
11.8.2 economic and/or other similar losses;
11.8.3 special damages and indirect losses and/or
11.8.4 business interruption, loss of business, contracts and/or opportunity.
11.9 The Suppliers total Liability to the Customer in relation to any Contract shall not exceed 5 times the amount of Hire Charges and charges for Services under that Contract.
11.10 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of: –
11.10.1 Liability for breach of contract
11.10.2 Liability intort/delict (including negligence); and
11.10.3 Liability for breach of statutory and/or common-law duty; except clause 11.9 above which shall apply once only in respect of all the said types of Liability.
11.11 Nothing in this Contract shall exclude or limit the Liability of the Supplier for Death or personal injury due to the Suppliers negligence nor exclude or limit any other type of Liability, which is not permitted to exclude as a matter of law.
12. GENERAL
12.1 Upon termination of the Contract, the provision of Clauses 3.2, 3.4, 3.5, 8.1, 8.2, 8.3 and Section 6 shall continue in full force and effect.
12.2 Each hire of an item shall form a distinct Contract, which shall be separate to any other Contract relating to other Hire Equipment.
12.3 The Customer shall be liable for the acts of its employees, agents, servants and other sub-contractors as though in its own acts and/or omissions under the Contract.
12.4 The Customer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims (including legal costs on a full indemnify basis), actions and any other losses and/or liabilities suffered by the Supplier and arising from or due to any breach of contract, any tortuous/delictual act and/or omission and/or any breach of statutory duty by the Customer.
12.5 No waiver by the Supplier of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision. If any competent authority to be unenforceable in the whole or in part holds any provision the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
12.6 The Supplier shall have no Liability to the Customer for any delay and/or non-performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period that such event or events delayed such performance.
12.7 All third-party rights are excluded and no third-parties shall have rights to enforce the Contract. This shall not apply to any finance company with whom the Supplier has an outstanding finance agreement relating to the Hire Equipment. Such finance company shall, subject to the Suppliers consent, have right to enforce this contract as if they were the Supplier.
12.8 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
TERMS AND CONDITIONS OF TRAINING
1. INTERPRETATION
1.1 In these conditions the following words have the following meanings:
Contract means a contract, which incorporates these conditions and made the Customer and the Supplier for attendance on a Training Course supplied by the Supplier.
Customer means the firm, company, other organisation or individual undergoing the training
course.
Deposit means any advance payment required by the Supplier in relation to the training course
which is to be held as security by the Supplier.
Force Majeure means any event outside the party’s reasonable control including but not limited
to acts of God, war, flood, fire, labour disputes, strikes, sub-contractors, lock-outs, riots, civil
commotion, malicious damage, explosion, terrorism, governmental action and any other similar
event.
Training equipment means the mannequin, equipment, article, tool, and/or device together with
any accessory specified in a Contract, which is used by the Customer.
Training Period means the period when the Customer attends the Training course
Liability means liability for any and all damages, claims, proceedings, actions, awards,
expenses, costs and any other losses or liabilities.
Products means the products sold to the Customer by the Supplier.
Training Charges means the Suppliers charging rate for the training of the Training course,
which is current from time to time during the Training Period.
Supplier means Bariatric Training Mannequins Ltd T/A ‘Bariquins’ and will include its
employees, servants, agents and/or duly authorised representatives.
Services means the services and/or work (if any) to be performed by the Supplier in conjunction
with the Training course including any delivery and/or collection service for the Training
Equipment.
2. BASIS OF CONTRACT
2.1 Please read these terms and conditions carefully and make sure the Customer understand them. They set out the obligations (the ‘terms’) between the Supplier and the Customer. The terms explain what happens once the Customer has placed an order, how to make payment, how the Customer and the Supplier may change or end the contract, what to do if there is a problem and other important information. The terms are only available in English.
2.2 The Customer should retain a copy of these terms for future reference.
2.3 These terms cover the provision of the courses provided by the Supplier and which are available through the Supplier training.
2.6 If the Supplier has to contact the Customer the Supplier will do so by telephone or by writing to the Customer at the email address or postal address the Customer provided to the Supplier at the time the Customer made the booking.
2.7 ‘Writing’ includes emails. When the Supplier use the words ‘writing’ or ‘written’ in these terms, this includes emails.
2.8 Any description, advertisement, documentation issued by the Supplier and any description contained on the Supplier’s website or any catalogues relating to the Training Course are issued and published for the sole purpose of giving the Customer a general idea of the event, its content and objectives. Subject to any obvious error, the description and price of the Training Course will be as quoted on the Supplier at the date the Customer booking is made. All payments under these terms shall be in UK pounds sterling.
2.9 Upon submitting a booking for a place or places on an event, whether online, in writing or by telephone, the Customer will be given confirmation of our acceptance of the Customer order (a ‘booking confirmation’) whether verbally, in writing or both.
2.10 A booking confirmation or attendance at the Training Course (where the booking confirmation has not been received prior to the event) brings into existence a legally binding contract based on these terms between the Supplier and the Customer.
3. PRICE AND PAYMENT
3.1 Payment
The Customer must purchase the training course by paying the appropriate fees as set out in the price list or on the the Supplierbsite. Payment can be made in the following ways:
(a) online by credit or debit card using the WorldPay system at the time of booking.
(b) by BACS using the following details:
sort code 08-92-50
account number 68637790
3.2 Unless the Customer is booking a training course online, an invoice for payment of the appropriate fees shall be sent to the address the Customer provide (whether a physical address or an email address) at the time of booking and it is the Customer responsibility to ensure the address provided is correct.
3.3 The Customer is required to ensure that any invoice is paid within 30 days of the date on the invoice, where a purchase order number is issued by the Customer for the purchase of a training course populated solely by attendees from that firm, company or other organisation.
3.4 A Customer who is attending as an individual or as a small number of individuals from one Customer who is a firm, company or other organisation but not populating a whole course, must pay prior to attending the training course.
3.5 Where the Customer does not pay the appropriate fees in accordance with this Clause 3 or Clause 6.1(b) ii) this will constitute a breach of this contract and, without prejudice to Clause 3.6, the Supplier may refuse the Customer and the Customer’s delegates entry to the training course.
3.6 The Supplier may take legal action in order to recover any outstanding fees.
3.7 Without prejudice to Clause 3.6, the Supplier may refuse or cancel future bookings where payments for a Training Course under these terms remain outstanding.
3.8 It is always possible that, despite the Supplier’s best efforts, some of the training courses the Supplier sells may be incorrectly priced. The Supplier will normally check prices before accepting the Customer’s order so that, where the event’s correct price at the Customer’s order date is less than our stated price at the Customer’s order date, the Supplier will charge the lo the Supplier’s amount. If the event’s correct price at the Customer’s order date is higher than the price stated to the Customer, the Supplier will contact the Customer for the Customer’s instructions before the Supplier accept the Customer’s order. If the Supplier accepts and processes the Customer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may end the contract, refund the Customer any sums the Customer has paid and cancel the Customer’splace on the event.
3.9 The Supplier will pass on changes in the rate of VAT. Where VAT is payable, if the rate of VAT changes between the Supplier and the Customer’s order date and the date the Supplier supply the product, the Supplier will adjust the rate of VAT that the Customer pay, unless the Customer has already paid for the product in full before the change in the rate of VAT takes effect.
4. CHANGES
4.1 The Supplier reserves the right to change venues and substitute trainers and consultants at our discretion.
4.2 Where the Supplier is unable to deliver a Training Course as had been arranged, the parties may mutually agree an alternative date for delivery.
5. THE TRAINING COURSES
5.1 The Training Course(s) shall take place on the date and at the venue set out in the booking confirmation unless otherwise changed in accordance with Clause 4.1. the Supplier shall use our reasonable skill and care to deliver the Training Course and comply with the information the Customer has been provided about it.
5.2 Any materials provided for or during the training courses are protected by Copyright (except where clearly stated otherwise). Re-use of the training materials is permitted in accordance with the terms of the Supplier’s agreement, where the Customer has obtained training from the Supplier and the Customer still holds a valid and current qualification from the training supplied by the Supplier.
6. CANCELLATION, TRANSFER AND POSTPONEMENT
6.1 The Customer can cancel or transfer the Customer’s booking in the following circumstances:
(a) where the Customer
i) is an individual, the Customer has the right to cancel within 14 days of receiving the booking confirmation (the ‘cancellation period’). Where the Customer has given consent to the Training Course taking place within the cancellation period, the Customer will lose the Customer’s right to cancel the booking on the event
ii) where cancellation occurs, the following scale of cancellation charges will apply to the Customer:
Where cancellation occurs within 14 days of the date of the Training Course, or within 14 days from the first day of the Training Course, the Customer shall not be entitled to any refund.
If payment is to be made via invoicing, the Customer shall be invoiced for the full amount where cancellation occurs within 14 days of the date of the Training Course, or within 14 days from the first day of the Training Course.
iii) subject to clause 6.1 (a) i) where cancellation occurs more than 14 days of the date of the Training Course, or more than 14 days from the first day of the Training Course, but prior to 28 days of the date of the Training Course, or prior to 28 days of the first day of the Training Course, the Customer shall be offered a subsequent course. Where the Customer refuses the subsequent Training Course or is unable to attend or arrange a subsequent Training Course, the Customer will be refunded the full amount less 30 percent.
If payment is to be made via invoicing, the Customer shall be invoiced for 30 percent of the full amount where cancellation occurs more than 14 days of the date of the Training Course, or more than 14 days from the first day of the Training Course, but prior to 28 days of the date of the Training Course, or 28 days from the first day of the Training Course.
iv) where cancellation occurs more than 28 days of the date of the Training Course or more than 28 days of the first day of the Training Course, the Customer shall be entitled to a full refund.
(b) the Customer has the right to transfer to another course providing the Customer gives the Supplier at least 14 days’ notice; the Supplier cannot guarantee availability on the Customer’s replacement Training Course – where the Supplier agrees to the transfer: In such an instance, para 6.1 (a) iii) refers.
i) the Customer’s original acceptance of these terms and conditions will also transfer
ii) if the appropriate fees for the replacement Training Course are less than the Training Course the Customer originally booked, the Supplier will refund the difference in accordance with clause 6.4
iii) if the appropriate fees for the replacement Training Course are more than the Training Course the Customer originally booked, the Supplier will send a revised invoice for payment to the address which the Customer will provide when making the request to transfer (whether a physical address or an email address); the Customer should pay the invoice in accordance with Clause 3.1 (a), (b) or (c)
(c) outside of the cancellation period detailed in clause 6.1 (a) the Customer has the right to cancel the Customer’s Training Course booking up to 28 days before the date of the Training Course and refunds will be made in accordance with clause 6.4
(d) the Customer has the right to cancel the Customer’s Training Course booking where there is a change in venue made pursuant to Clause 4.1
(e) where the Customer or other delegates are unable to attend, substitute delegates can be accepted at no cost. The Customer should notify the Training Team as soon as possible by contacting the Supplier using the details provided in clause 2.6
6.2 The Customer may only cancel the Customer’s Training Course booking in writing using the details provided in clause 2.6. When contacting the Supplier, please provide the Customer’s name, address, details of the order, phone number and email address.
6.3 The Customer’s rights if the Supplier cancel an event
(a) Wherever possible, the Supplier will contact the Customer in advance to tell the Customer the Supplier will be cancelling an event, unless an emergency requires the Supplier to cancel the Training Course on the day.
(b) The Supplier reserves the right to cancel or postpone Training Courses if there are insufficient delegate numbers to ensure a high-quality training experience or if a trainer is ill.
(c) In the event that the Supplier cancel or postpone a event, the Supplier will offer the Customer a place on the next available event. Alternatively, the Customer may ask for a refund which shall be made in accordance with Clause 6.4 (b).
6.4 How the Supplier will refund the Customer
(a) Where a Training Course is cancelled pursuant to 6.1(a), (c) or (d) and in accordance with Clause 6.2 the Customer shall be entitled to a refund of the fees for that Training Course within 14 days beginning with the day on which the Supplier agree that the Customer is entitled to a refund.
(b) Where a Training Course is cancelled pursuant to Clause 6.3(c) the Supplier will refund the Customer’s fees for the Training Course but not any other expenses (for example, hotel or rail fares). The Customer’s refund of Training Course fees will be paid within 14 days beginning with the day on which the Supplier agrees that the Customer is entitled to a refund.
(c) Where the Customer is transfered to a replacement Training Course pursuant to clause 6.1(b) and the fee is less than the original event, the Supplier will refund the difference as soon as possible but in any event within 14 days beginning with the day on which the Supplier agree that the Customer is entitled to a refund.
7. IF THERE IS A PROBLEM OR THE CUSTOMER HAS A COMPLAINT
7.1 If the Customer has any questions or complaints about the booking process or an event, please contact the Supplier using the details in clause 2.6.
8. SUMMARY OF THE CUSTOMER’S LEGAL RIGHTS
8.1 Whilst every effort is made to ensure that our events are relevant and topical they are not tailored or bespoke for specific businesses or individuals and therefore all warranties for fitness for purpose and all other express and implied warranties are excluded to the fullest extent lawfully permitted.
8.2 Nothing in these terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence
(b) fraud or fraudulent misrepresentation
8.3 Our liability to the Customer shall be limited to the price the Customer has paid for the Training Course and, subject to Clause 8.2 and 8.4, the Supplier will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract, for:
(a) any loss of profits, sales, business, or revenue
(b) loss or corruption of data, information or software
(c) loss of business opportunity
(d) loss of anticipated savings
(e) loss of goodwill
(f) any indirect or consequential loss
8.4 If the Supplier is providing Training Courses at the Customer’s business premises, the Supplier will make good any damage to the Customer’s property caused by the Supplier while doing so. However, the Supplier is not responsible for the cost of repairing any pre-existing faults or damage to the Customer’s property that the Supplier discover while providing the Training Course.
9. HOW THE SUPPLIER MAY USE THE CUSTOMER’S PERSONAL INFORMATION
9.1 The Supplier will use the personal information the Customer provide us:
(a) to deliver Training Course to the Customer
(b) to process the Customer’s payment for the events
(c) to give the Customer information about any of the services the Supplier offer, but the Customer may stop receiving this at any time by contacting the Supplier using the details provided in Clause 2.6
9.2 The Customer’s personal information will be processed in line with data protection legislation and in accordance with our privacy policy which is hereby incorporated into this Agreement. Our privacy policy can be accessed online or provided on request. ‘Data protection legislation’ means the Data Protection Act 1998, and from 25 May 2018, the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), and any legislation which amends, extends, consolidates, re-enacts or replaces same, including any additional legislation or regulations that may be made pursuant thereto from time to time.
9.3 The Supplier attaches significant importance to the evaluation of its services. It will evaluate services following delivery based on completed evaluation forms. The Supplier agrees to share the outcome of that evaluation with the Customer. In addition, The Supplier or its research contractor may approach the Customer to carry out a further evaluation of the impact of the training at a later date.
9.4 The Supplier will only share the Customer’s personal information with third parties where the law requires the Supplier to do so.
10. OTHER IMPORTANT TERMS
10.1 Queries
If the Customer has any queries about the Training Course please contact the Supplier using the details provided in Clause 2.6.
10.2 Any notice or other communication given by the Customer to us, or by the Supplier to the Customer, under or in connection with this contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email.
10.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9am on the second business day after posting or if sent by email, one business day after transmission.
10.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that the email was sent to the specified email address of the addressee.
10.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10.6 The Supplier may transfer this agreement to someone else. The Supplier may transfer our rights and obligations under these terms to another organisation. The Supplier will inform the Customer in writing if this happens and the Supplier will use reasonable endeavours to ensure that the transfer will not affect the Customer’srights under the contract.
10.7 Nobody else has any rights under this contract. This contract is between the Supplier and the Customer. No other person (including delegates whom the Customer has booked places for) shall have any rights to enforce any of its terms.
10.8 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
10.9 Even if the Supplier delay in enforcing this contract, the Supplier can still enforce it later. If the Supplier do not insist immediately that the Customer do anything the Customer is required to do under these terms, or if the Supplier delay in taking steps against the Customer in respect of the Customer’s breaking this contract, that will not mean that the Customer do not has to do those things and it will not prevent the Supplier taking steps against the Customer at a later date. For example, if the Customer miss a payment and the Supplier does not chase the Customer, but the Supplier continue to allow the Customer to attend the event, the Supplier can still require the Customer to make the payment at a later date.
10.10 Which laws apply to this contract and where the Customer may bring legal proceedings
(a) These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation of the contract between the Supplier (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, or Scotland, as appropriate.
(b) The Supplier both irrevocably agree that the courts of England and Wales, or Scotland, as appropriate, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).
11. CREDIT CHECKING.
The Supplier will make a search with a credit reference agency, which will keep a record of that search and share that information with other businesses. The Supplier may also make enquires about principal directors with a credit reference agency.
