All Industrial Floor Cleaning Machines
Available for Hire and Purchase

UK Nationwide Delivery on All
Industrial Cleaning Equipment

Full Maintenance, Servicing and
Breakdown Support on All Equipment

All Industrial Floor Cleaning Machines
Available for Hire and Purchase

UK Nationwide Delivery on All
Industrial Cleaning Equipment

Full Maintenance, Servicing and
Breakdown Support on All Equipment

All Industrial Floor Cleaning Machines
Available for Hire and Purchase

UK Nationwide Delivery on All
Industrial Cleaning Equipment

Full Maintenance, Servicing and
Breakdown Support on All Equipment

Terms & Conditions – Hire Contract

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Customer: the person, business or company who hires the Hire Goods from the Supplier.
Supplier: Crescent Industrial Ltd (company number 10399521).
Contract: any contract between the Supplier and the Customer for the hire of the Hire Goods incorporating these conditions.
Hire Goods: the hire goods specified in the Contract, including any replacement or part supplied to the Customer under the Contract.
Fixed Term: the duration of hire specified in the Contract (including Saturdays, Sundays and bank holidays).
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.

2. BASIS OF CONTRACT
2.1 These conditions shall be incorporated into the Contract in their entirety to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by law, trade custom or course of dealing.
2.2 These conditions are subject to any special conditions expressly set out in the Contract.
2.3 The Hire Goods are hired subject to their availability 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 Goods being unavailable for hire due to circumstances beyond the Supplier’s control.
2.4 These conditions apply to all the Supplier’s hire activities and any variation to these conditions and any representations about the Hire Goods shall have no effect unless expressly agreed in writing. The Customer acknowledges that it has not relied on any statement, warranty, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.5 Any quotation is valid for a period of 30 days only from its date unless previously withdrawn by the Supplier.

3. COMMENCEMENT AND DURATION
3.1 The Fixed Term shall commence on the date specified in the Contract, unless the Supplier has agreed to deliver the Hire Goods, in which case the Fixed Term shall commence on the date the Hire Goods are delivered by the Supplier. Unless terminated earlier in accordance with condition 11 (Termination), the Contract shall continue for the minimum term set out in the Contract (Initial Term) and shall automatically extend for a further period of 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 13 weeks before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
3.2 Subject to condition 11, the Fixed Term shall expire at 4.00pm on the final day of the Fixed Term and neither the Supplier nor the Customer is entitled to terminate the Contract before that time unless agreed between the parties in writing.
3.3 If the Customer requires any Hire Goods beyond or in addition to that specified in the Contract (including but not limited to additional Hire Goods and/or an extension to the Fixed Term) then the Supplier will use all reasonable endeavours to meet the Customer’s requirements but will have no obligation to do so.

4. DELIVERY
4.1 It is Customer’s responsibility to collect the Hire Goods from the Supplier before 4:00pm on the commencement date specified in the Contract and to return them to the Supplier before 4.00pm on the final day of the Fixed Term.
4.2 If the Supplier agrees to deliver and/or collect the Hire Goods to and/or from the Customer, it shall do so at the Customers expense and to and/or from the location specified in the Contract or agreed between the parties in writing.
4.3 The Hire Goods must remain at the specified location for the duration of the Fixed Term unless otherwise agreed in writing by the Supplier.
4.4 In the event that the Hire Goods are moved from the specified location without the written consent of the Supplier, the Supplier reserves the right to charge such additional charges (and the Customer agrees to pay such additional charges) as may be incurred by the Supplier in connection with the servicing and\or collection of the Hire Goods.
4.5 Any obligations of the Supplier in respect of performance dates are approximate only and time shall not be of the essence in respect of delivery, collection or commencement of the Fixed Term.
4.6 The Customer shall be responsible for providing at its expense adequate and appropriate equipment and labour for loading or unloading the Hire Goods.

5. RISK/TITLE
5.1 Hire Goods hired shall remain the property of the Supplier at all times.
5.2 Risk in the Hire Goods shall pass immediately to the Customer when the Hire Goods leave the physical possession of the Supplier.
5.3 Risk in the Hire Goods shall remain with the Customer until the Hire Goods are returned to the physical possession of the Supplier.

6. CUSTOMERS COVENANTS
6.1 The Customer shall be responsible at its own expense for all daily checks and inspections of the Hire Goods as stipulated by the Supplier and/or recommended by the manufacturer and/or required by any legislation or regulations and shall return the Hire Goods in good and clean condition.
6.2 Unless otherwise specified in the Contract, it is the responsibility of the Customer to ensure that servicing of all Hire Goods is carried out by an appropriately qualified professional and in accordance with the Supplier’s recommendations.
6.3 Subject to condition 7, the Customer shall be responsible for any loss of or damage to the Hire Goods howsoever caused (other than through the negligence of the Supplier or its employees) whilst the Hire Goods are at the risk of the Customer and the Customer undertakes to indemnify the Supplier on demand against the same. If any such loss or damage renders the Hire Goods unsuitable or unavailable for hire the Customer shall continue to pay the hire charge for the remainder of the Fixed Term and the Supplier shall be under no obligation to supply replacement Hire Goods.
6.4 The Customer shall keep the Hire Goods free from any lien and any distress, execution or other legal process and not let, lend, sell, assign, transfer, charge, encumber, dispose of or otherwise deal with or part with the possession or control of the Hire Goods or purport to do so.
6.5 Subject to condition 6.1 the Customer shall not without the Supplier’s prior written consent cause or permit any repair, servicing, alteration, addition or modification to be carried out on or made in respect of any of the Hire Goods.
6.6 The Customer shall ensure that the Hire Goods are operated safely at all times and in accordance with any written instructions supplied by the Supplier.
6.7 The Customer shall grant to the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Hire Goods are or may be stored for the purpose of inspecting and examining the condition of the Hire Goods or, where the Customer’s right to possession has terminated, to recover them.
6.8 The Customer shall obtain and comply with all necessary licences and permissions for the use of the Hire Goods and not use the Hire Goods or permit the Hire Goods to be used contrary to law or any regulation and ensure that the Hire Goods are used exclusively for the lawful purposes of the Customer’s business.
6.9 The Customer shall fully indemnify the Supplier against all claims, proceedings, costs, expenses, losses, damages and liabilities made against or suffered or incurred by the Supplier by reason of or in connection with any failure by the Customer to comply with the terms of the Contract and/or any loss, death, injury or damage (other than death or personal injury resulting from the negligence of the Supplier) suffered by any person from the presence of the Hire Goods and/or their use whilst at the Customers risk and/or any act or omission of the Customer, its employees or agents.

7. QUALITY
7.1 The Customer acknowledges that: it has selected the Hire Goods; that the Hire Goods are provided at the Customer’s request for the purposes of the Contract and for use by the Customer in the course of its business; and that relying upon its own skill and judgement the Customer is satisfied that the Hire Goods are suitable for the requirements of its business.
7.2 The Supplier warrants that (subject to the other provisions in these conditions) throughout the Fixed Term, the Hire Goods shall:
(a) be free from defects; and
(b) be reasonably fit for any purpose held out by the Supplier.
7.3 The Supplier shall not be liable for a breach of any of the warranties in condition 7.2 unless:
(a) the Customer gives written notice of the breach to the Supplier within 7 days of the time when the Customer discovers or ought to have discovered the breach; and
(b) the Supplier is given a reasonable opportunity after receiving the notice of examining such Hire Goods and the Customer (if asked to do so by the Supplier) returns such Hire Goods to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
7.4 The Supplier shall not be liable for a breach of any of the warranties in condition 7.2 if:
(a) the defect is fair wear and tear;
(b) the Customer makes any further use of such Hire Goods after giving notice under condition 7.3; or
(c) the defect arises because at any time when the Hire Goods are at the Customer’s risk the Customer or any other person (excluding the Supplier and its employees) misused, neglected or mishandled the Hire Goods or otherwise failed to follow the Supplier’s or manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of Hire Goods or (if there are none) good trade practice; or
(d) the defect is a result of the Customer’s negligence or failure to fulfil any obligation in condition 6; or
(e) the Customer or any person other than the Supplier alters or repairs such Hire Goods without the written consent of the Supplier; or
(f) the breach is otherwise attributable to any act or omission of any person other than the Supplier or its employees.
7.5 The Supplier shall not be liable for the cost of repairing or providing any wear parts or consumables and the Customer shall pay the full cost of these.
7.6 Subject to the other provisions in these conditions, if any of the Hire Goods do not conform with any of the warranties in condition 7.2 the Supplier shall at its option repair or replace such Hire Goods (or the defective part) and shall do so at the Supplier’s own expense.
7.7 Subject to the other provisions contained in these conditions, if any of the Hire Goods do not conform with any of the warranties in condition 7.2 the Customer shall be entitled to a deduction from the hire charge, which shall be calculated as an amount equal to the hire charge payable under the Contract apportioned on a pro rata basis for each full day in which any Hire Goods are unusable or unavailable to the Customer due to and to the extent that Hire Goods do not conform with said warranties.
7.8 If the Supplier complies with condition 7.5 and condition 7.6 it shall have no further liability for a breach of any of the warranties in condition 7.2.

8. INSURANCE
8.1 The Customer shall at its cost insure the Hire Goods and keep the Hire Goods insured for as long as the Hire Goods are at the risk of the Customer for not less than the full replacement value of the Hire Goods (as determined from time to time by the Supplier) with such persons and under such a form of policy as approved by the Supplier, against loss or destruction or damage by accident, fire, theft, third party liability and any other foreseeable risk as is reasonable to insure against having in mind the type of Hire Goods in question and their use from time to time (the ”Insurance Policy”).
8.2 The Customer shall pay all premiums in respect of the Insurance Policy and do everything necessary to maintain the Insurance Policy and refrain from committing, causing or permitting any act or omission which may invalidate the Insurance Policy or any other policy of insurance relevant to the Hire Goods.
8.3 The Insurance Policy and any supporting documentation, receipts and/or correspondence to and/or from the relevant insurers shall at the request of the Supplier be delivered to and retained by the Supplier.
8.4 If the Customer defaults in effecting or maintaining the Insurance Policy or defaults in any obligation under or in connection with it, without prejudice to any other right or remedy of the Supplier, the Supplier may effect and maintain the necessary insurance in respect of the Hire Goods and pay all premiums under it or as the case may be, pay the premiums which the Customer has not paid and in either case the Customer shall repay all such premiums to the Supplier on demand.
8.5 The Customer hereby irrevocably appoints the Supplier as its agent for the purposes of negotiating with the insurers and receiving all monies which may become payable under the Insurance Policy and any other policy of insurance relating to the Hire Goods and for the purposes of instituting proceedings for the recovery of such monies and giving a full and final discharge to the insurers on payment of such monies.
8.6 The damage to or loss of Hire Goods will not affect the continuance of the Contract or the Customer’s liability for the hire charge.

9. HIRE CHARGE
9.1 The hire charges for the Hire Goods shall be set out in the Contract.
9.2 The hire charges are calculated on the basis of a 5 day week from Monday to Friday inclusive.
9.3 The hire charge for the Hire Goods shall be exclusive of any VAT and all costs or charges in relation to delivery, servicing, postage, packaging, loading, unloading, carriage, freight, servicing, parts, labour, bank charges and insurance all of which amounts the Customer shall pay in addition when it is due to pay for the Hire Goods.

10. PAYMENT
10.1 Where the Customer does not have an authorised credit account with the Supplier, the total hire charge for the Hire Goods together with all other payments due to the Supplier shall be payable immediately.
10.2 Where specified in the Contract, the Initial Payment must be made to validate the Contract.
10.3 Where the Customer has an authorised credit account, the hire charge shall be payable in the instalments specified in the Contract, and the Customer shall pay each instalment together with all other payments due under the Contract by the end of the month following the date of invoice.
10.4 If all or any of the Hire Goods are not returned to the Supplier at the end of the Fixed Term, without prejudice to any other right or remedy of the Supplier, the Customer will pay to the Supplier an amount equal to the hire charge payable under the Contract in respect of the Hire Goods concerned, apportioned on a pro rata basis for each day that the Customer retains possession of the relevant Hire Goods.
10.5 Time for payment shall be of the essence.
10.6 No payment shall be deemed to have been received until the Supplier has received cleared funds.
10.7 All payments payable to the Supplier under the Contract shall become due immediately on its termination or expiry despite any other provision.
10.8 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
10.9 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

11. TERMINATION
11.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if; (a) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of being notified in writing of the breach; or (c) circumstances exist or arise which, in the reasonable opinion of the Supplier, materially and adversely affect the performance of, or the ability to perform, the Customer’s duties and obligations under the Contract; or (d) the Customer ceases or threatens to cease to carry out its business; or (e) the Customer becomes bankrupt or makes a composition or arrangement with their creditors or being a limited company has a petition issued for the insolvency of that company or goes into liquidation or carries out its business under an administrator, receiver, manager or liquidator or enters into a scheme or arrangement for the benefit of its creditors or any of them.
11.2 On termination of the Contract by either party and for any reason:
11.2.1 all sums due or to become due to the Supplier under the Contract and not yet paid shall become payable immediately;
11.2.2 the Hire Goods will remain the property of the Supplier;
11.2.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: (a) condition 11; (b) condition 12; and (c) condition 15.6.

12. LIMITATION OF LIABILITY (THE CUSTOMER’S ATTENTION IS DRAWN TO THIS CONDITION IN PARTICULAR)
12.1 Subject to condition 7, the following provisions set out the Supplier’s entire financial liability (including any liability for acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract or these conditions;
(b) its hiring of the Hire Goods and any use made by the Customer of any of the Hire Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract or the Hire Goods.
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude liability; or
(c) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total amount actually paid by the Customer to the Supplier under the Contract; and
(b) the Supplier shall not be liable to the Customer for loss of profit or revenue, loss of business, depletion of goodwill or any indirect or consequential loss or damage whatsoever which arise out of or in connection with the Contract.
12.5 Without prejudice to the generality of condition 12.4 (b), the Supplier shall incur no liability in respect of any loss of use of the Hire Goods between 4pm on a Friday and 9am on the following Monday, or any loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever arising out of or in connection with any failure or defect in the Hire Goods.

13. ASSIGNMENT
13.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
13.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

14. FORCE MAJEURE
14.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Hire Goods ordered by the Customer or to delay or suspend the performance of any obligations owed by either party under the Contract (without liability to the Customer) if any event, circumstance or cause beyond the reasonable control of the Supplier affects its ability or willingness to perform or continue with the Contract (or any part of it) including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting trade or carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.

15. GENERAL
15.1 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
15.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

16. NOTICES
16.1 All notices between the parties about the Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
(a) in case of notices to the Supplier to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
(b) (in the case of notices to the Customer) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
16.2 Notices shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

Terms & Conditions – Service Contract

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Customer: the person, business or company who purchases the Services from the Supplier.
Supplier: Crescent Industrial Ltd (company number 10399521).
Service Contract: any contract between the Supplier and the Customer for the supply of Services.
Equipment: any machinery or equipment owned by or hired to the Customer and in respect of which the Services are provided.
Servicing: means the service inspections conducted by the Supplier in accordance with the Service Contract.
Additional Services: means any maintenance, repair, additional callouts or additional labour ordered by the Customer.
Parts: means Replacement Parts and Wear Parts supplied by the Supplier to the Customer pursuant to the Service Contract.
Replacement Parts: means any Part which is not a Wear Part.
Wear Part: means brooms, brushes, skirts, squeegees and any other Part expressed as a Wear Part in the Service Contract.
Annual Service Charge: the annual charge set out in the Service Contract and payable in full for each consecutive 12 month period, or part of any such period, during which Services are supplied.
Services: means Servicing and/or Additional Services.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.

2. APPLICATION OF TERMS
2.1 These conditions shall be incorporated into the Service Contract in their entirety to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by law, trade custom or course of dealing.
2.2 These conditions are subject to any special conditions expressly set out in the Service Contract.
2.3 Any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed on behalf of the Supplier. The Customer acknowledges that it has not relied on any statement, warranty, promise or representation made or given by or on behalf of the Supplier which is not set out in the Service Contract. Nothing in this condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.4 Any quotation is valid for a period of 30 days only from its date unless previously withdrawn by the Supplier.

3. COMMENCEMENT AND DURATION OF SERVICES
3.1 The Services shall commence on the date specified in the Service Contract.
3.2 Subject to condition 9, the Services shall be supplied for a minimum period of 12 months and after that shall continue to be supplied until the Service Contract is terminated by either party giving to the other party not less than 3 months notice in writing.

4. SPECIFICATIONS
4.1 Unless otherwise specified in the Service Contract the Supplier shall only be obliged to provide the Services between the hours of 8:00am and 5:00pm during the working week which for the avoidance of doubt excludes Saturdays, Sundays and bank holidays.
4.2 The Annual Service Charge is based upon the estimated usage levels for each item of Equipment as specified in the Service Contract and where the Service Contract is silent shall be based upon the usage level as recommended by the manufacturer, owner or supplier of the Equipment in question.
4.3 The Annual Service Charge is based on the frequency level specified in the Service Contract.

5. SERVICE CONTRACT PRICE
5.1 The Annual Service Charge, unless otherwise specified in the Service Contract, shall be exclusive of the cost of Replacement Parts, Wear Parts, Additional Services, VAT on Services and/or Parts and any additional charges, all of which shall be payable by the Customer in accordance with the Service Contract. The Service Contract price shall be the total of all charges payable by the Customer to the Supplier in accordance with the Service Contract.
5.2 Where the Service Contract is terminated under condition 3.2 the Annual Service Charge in respect of the 12 month period during which termination occurred shall be discounted to reflect the proportion of unused service inspections in respect of the same 12 month period.
5.3 Unless otherwise specified in the Service Contract, additional labour and additional call outs will be charged for and payable at the Supplier’s standard rate.
5.4 Unless otherwise specified in the Service Contract Parts will be charged for and payable by the Customer at the Supplier’s standard rate.
5.5 A premium call out charge will be payable by the Customer as an additional charge at the Supplier’s standard rate, if and to the extent that any Services are performed outside the times specified in condition 4.1.
5.6 A premium service uplift charge will be payable by the Customer as an additional charge at the Supplier’s standard rate, if and to the extent that any Services are performed outside the times specified in condition 4.1.
5.7 Unless otherwise specified in the Service Contract, Parts shall be charged at the Suppliers standard price published on the Supplier’s website or pricelist and such prices are exclusive of VAT.
5.8 The Supplier reserves the right to increase the Annual Service Charge in so far as is necessary to reflect changes in trade conditions, raw material supply, imposed taxes or similar occurrences beyond the control of the Supplier, provided that such price cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within one week of such notice being received, terminate the Service Contract by giving 2 months written notice to the Supplier.
5.9 Where the Supplier incurs additional costs owing to suspension or alteration of the Services arising from the Customer’s instructions or lack of instructions, or by reason of interruptions, delays, overtime, unusual hours, mistakes or work occasioned by the act or default of the Customer, such cost shall be added to the Service Contract price as an additional charge and paid for by the Customer.

6. PAYMENT
6.1 Subject to condition 6.4, and unless otherwise specified in the Service Contract, or agreed in writing between the parties, payment is due in pounds sterling and shall be paid as follows;
6.1.1. Where the Customer does not have an authorised credit account with the Supplier, the Annual Service Charge together with VAT shall be payable immediately and all other sums due to the Supplier under the Service Contract shall become payable as and when they arise.
6.1.2 Where the Customer has an authorised credit account with the Supplier, the Customer shall pay each invoice issued by the Supplier, by the end of the month following the date of the invoice.
6.2 Time for payment shall be of the essence.
6.3 No payment shall be deemed to have been received until the Supplier has received cleared funds.
6.4 All payments payable to the Supplier under the Service Contract shall become due immediately on its termination despite any other provision.
6.5 The Customer shall make all payments due under the Service Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
6.6 If the Customer fails to pay the Supplier any sum due pursuant to the Service Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7. SUPPLIERS OBLIGATIONS
7.1 The Supplier shall use reasonable endeavours to provide the Services in accordance in all material respects with the Service Contract and any specifications contained therein.
7.2 The Supplier shall use reasonable endeavours to agree with the Customer, times and dates for Servicing.
7.3 The Supplier will use reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence in performance of the Services.
7.4 The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it under condition 8.1(e), provided that it shall not be liable under the Service Contract if, as a result of such observation, it is in breach of any of its obligations under the Service Contract.

8. CUSTOMERS OBLIGATIONS
8.1 The Customer shall:
(a) Co-operate with the Supplier in all matters relating to the supply of the Services;
(b) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;
(c) provide to the Supplier, in a timely manner, such information as the Supplier may require and ensure that it is accurate in all material respects;
(d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Supplier of all of the Customer’s obligations and actions under this condition 8.1(d);
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
(f) obtain and maintain all necessary licences and consents and comply with all legislation relevant to the Services, insofar as such licences, consents and legislation relate to the Customer’s business, premises, staff and equipment, in all cases before commencement of the Services.
8.2 If the Supplier’s performance of any of its obligations under the Service Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
8.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in performing any of its obligations under the Service Contract, subject to the Supplier confirming such costs, charges and losses in writing.

9. TERMINATION
9.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Service Contract without liability to the Customer immediately on giving notice to the Customer if; (a) the Customer fails to pay any amount due under the Service Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or (b) the Customer commits a material breach of any of the terms of the Service Contract and (if such a breach is remediable) fails to remedy that breach within seven days of being notified in writing of the breach; or (c) circumstances exist or arise which, in the reasonable opinion of the Supplier, materially and adversely affect the performance of, or the ability to perform, the Customer’s duties and obligations under the Service Contract; or (d) the Customer ceases or threatens to cease to carry out its business; or (e) the Customer becomes bankrupt or makes a composition or arrangement with their creditors or being a limited company has a petition issued for the Insolvency of that company or goes into liquidation or carries out its business under an administrator, receiver, manager or liquidator or enters into a scheme or arrangement for the benefit of its creditors or any of them.
9.2 On termination of the Service Contract by either party and for any reason:
9.2.1 all monies due or to become due to the Supplier under the Service Contract and not yet paid shall become payable immediately; and
9.2.2 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
9.3 On termination of the Service Contract (however arising), the following conditions shall survive and continue in full force and effect: (a) condition 9; (b) condition 10; and (c) condition 13.6.

10. LIMITATION OF LIABILITY (THE CUSTOMER’S ATTENTION IS DRAWN TO THIS CONDITION IN PARTICULAR)
10.1 This condition 10 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Service Contract or these conditions;
(b) any use made by the Customer of any of the Services the Parts or any part of them; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Service Contract.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Service Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability;
(c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982;
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
(a) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Service Contract shall be limited to the Annual Service Charge in respect of the 12 month period during which the breach occurred or the sum of £100 whichever is the lower amount; and
(b) the Supplier shall not be liable to the Customer for loss of profit or revenue, loss of business, loss of use, depletion of goodwill or any indirect or consequential loss or damage whatsoever (howsoever caused) which arise out of or in connection with the Service Contract.

11. ASSIGNMENT
11.1 The Supplier may assign the Service Contract or any part of it to any person, firm or company.
11.2 The Customer shall not be entitled to assign the Service Contract or any part of it without the prior written consent of the Supplier.

12. FORCE MAJEURE
12.1 The Supplier reserves the right to defer the date of delivery or to cancel the Service Contract or reduce the volume of the Equipment ordered by the Customer or to delay or suspend the performance of any obligations owed by either party under the Contract (without liability to the Customer) if any event, circumstance or cause beyond the reasonable control of the Supplier affects its ability or willingness to perform or continue with the Contract (or any part of it) including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting trade or carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Service Contract.

13. GENERAL
13.1 Each right or remedy of the Supplier under the Service Contract is without prejudice to any other right or remedy of the Supplier whether under the Service Contract or not.
13.2 If any provision of the Service Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Service Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Service Contract shall not be construed as a waiver of any of its rights under the Service Contract.
13.4 Any waiver by the Supplier of any breach of, or any default under, any provision of the Service Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Service Contract.
13.5 The parties to the Service Contract do not intend any term of the Service Contract to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Service Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14. NOTICES
14.1 All notices between the parties about the Service Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
(a) in case of notices to the Supplier to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
(b) (in the case of notices to the Customer) to any address of the Customer set out in any document which forms part of the Service Contract or such other address as shall be notified to the Supplier by the Customer.
14.2 Notices shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

Terms & Conditions – Supply of Goods

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Customer: the person, business or company who purchases the Goods from the Supplier.
Supplier: Crescent Industrial Ltd (company number 10399521).
Contract: any contract between the Supplier and the Customer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the location specified in the Contract.
Goods: any goods specified in the Contract, including any replacement or part supplied to the Customer under this Contract.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.

2. APPLICATION OF TERMS
2.1 These conditions shall be incorporated into the Contract in their entirety to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by law, trade custom or course of dealing.
2.2 These conditions are subject to any special conditions expressly set out in the Contract.
2.3 Any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed on behalf of the Supplier. The Customer acknowledges that it has not relied on any statement, warranty, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.4 Any quotation is valid for a period of 30 days only from its date, unless previously withdrawn by the Supplier.

3. DELIVERY OF THE PRODUCTS
3.1 Delivery of the Goods shall take place at the Delivery Point. Unless otherwise specified in the Contract the Supplier shall arrange for suitable transport to the Delivery Point at the Customer’s expense.
3.2 Delivery dates in relation to the supply by the Supplier of Goods are approximate only and time is not of the essence for delivery of the Goods.
3.3 The Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and labour for loading or unloading the Goods.
3.4 The Supplier may effect delivery in one or more instalments.
3.5 Subject to the other provisions of these conditions the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Supplier’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.
3.6 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4. NON-DELIVERY
4.1 The quantity of any consignment of Goods as recorded by the Supplier on despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
4.2 The Supplier shall not be liable for any non-delivery of Goods (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
4.3 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

5. RISK/TITLE
5.1 The Goods are at the risk of the Customer from the time of delivery or deemed delivery whichever is earlier.
5.2 Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Supplier from the Customer on any account.
5.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee; and
(b) maintain the Goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks.
5.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
(b) and such sale shall be a sale of the Supplier’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
5.5 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer suffers or allows any execution, whether legal or equitable, to be levied on any property belonging to the Supplier; or
(d) the Customer encumbers or in any way charges any of the Goods.
5.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
5.7 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
5.8 On termination of the Contract, howsoever caused, the Supplier’s (but not the Customer’s) rights contained in this condition 5 shall remain in effect.

6. PRICE
6.1 The price for the Goods shall be set out in the Contract and if the price for the Goods is not specified in the Contract the price for the Goods shall be the price published on the Supplier’s website or pricelist as at the date of delivery or deemed delivery.
6.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to delivery, servicing, postage, packaging, loading, unloading, carriage, freight, bank charges and insurance all of which amounts the Customer shall pay in addition when it is due to pay for the Goods.

7. PAYMENT
7.1 Subject to condition 7.4, and unless otherwise specified in the Contract, payment is due in pounds sterling and shall be paid as follows;
7.1.1 Where the Customer does not have an authorised credit account with the Supplier, the total price of the Goods together with all other payments due to the Supplier shall be payable on delivery.
7.1.2 Where the Customer has an authorised credit account with the Supplier, the total price of the Goods together with all other payments due to the Supplier shall be payable by the end of the month following the date of the invoice issued by the Supplier.
7.2 Time for payment shall be of the essence.
7.3 No payment shall be deemed to have been received until the Supplier has received cleared funds.
7.4 All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
7.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
7.6 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8. QUALITY
8.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
8.2 The Supplier warrants that (subject to the other provisions contained in these conditions) on delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) be reasonably fit for any purpose held out by the Supplier; and
8.3 The Supplier shall not be liable for a breach of any of the warranties in condition 8.2 unless:
(a) the Customer gives written notice of the breach to the Supplier within 7 days of the time when the Customer discovers or ought to have discovered the breach; and
(b) the Supplier is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
8.4 The Supplier shall not be liable for a breach of any of the warranties in condition 8.2 if:
(a) the Customer makes any further use of such Goods after giving notice under condition 8.3; or
(b) the defect arises because the Customer failed to follow the Supplier’s or manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Customer or any person other than the Supplier alters or repairs such Goods without the written consent of the Supplier.
(d) the breach is otherwise attributable to any act or omission of any person other than the Supplier or its employees.
8.5 The Supplier shall not be liable for the cost of repairing or providing any wear parts or consumables and the Customer shall pay the full cost of these.
8.6 Subject to the other provisions contained in these conditions, if any of the Goods do not conform with any of the warranties in condition 8.2 the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, the Customer shall, at the Supplier’s expense, return the Goods or the part of such Goods which is defective to the Supplier.
8.7 If the Supplier complies with condition 8.5 it shall have no further liability for a breach of any of the warranties in condition 8.2.

9. LIMITATION OF LIABILITY (THE CUSTOMER’S ATTENTION IS DRAWN TO THIS CONDITION IN PARTICULAR)
9.1 Subject to condition 3, condition 4 and condition 8, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract or these conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract or the Goods.
9.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
9.4 Subject to condition 9.2 and condition 9.3:
(a) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total amount actually paid by the Customer to the Supplier under the Contract; and
(b) the Supplier shall not be liable to the Customer for loss of profit or revenue, loss of business, depletion of goodwill, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. ASSIGNMENT
10.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
10.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

11. FORCE MAJEURE
11.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer or to delay or suspend the performance of any obligations owed by either party under the Contract (without liability to the Customer) if any event, circumstance or cause beyond the reasonable control of the Supplier affects its ability or willingness to perform or continue with the Contract (or any part of it) including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting trade or carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.

12. GENERAL
12.1 The Supplier may at its discretion provide oral advice or assistance to the Customer, but is under no obligation to do so, and it shall be the sole responsibility of the Customer to ensure that all installation or fitting of Goods is conducted by an appropriately qualified professional.
12.2 Where the Goods are incorporated by the Customer into an end product, the Customer shall be responsible for ensuring that the end product complies with all relevant safety standards.
12.3 Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
12.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
12.5 Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
12.6 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
12.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
12.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

13. NOTICES
13.1 All notices between the parties about the Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
(a) in case of notices to the Supplier to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
(b) (in the case of notices to the Customer) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
13.2 Notices shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.