Staunton & Hughes Terms & Conditions
Customers should pay attention to conditions 4, 5, 6, 7, 9, 10, 11 & 13
The following definitions, unless the context requires otherwise, and rules of the interpretation in Condition 1 shall apply to these conditions:
Account: the credit account (if any) provided to the customer by Staunton & Hughes.
Additional terms: any terms varying or adding to the conditions that are included within the order acknowledgement or otherwise agreed in writing by Staunton & Hughes as part of the contract.
Contract: any contract between Staunton & Hughes and the customer for the purchase of goods by the customer from Staunton & Hughes in accordance with and subject to the conditions and additional terms.
Customer: the person, company or other type of organisation that enters into a contract, in accordance with and subject to the conditions, to purchase goods from Staunton & Hughes.
Goods: any goods Staunton & Hughes agrees to supply to the Customer under a Contract.
Order: acceptance of a quotation provided by Staunton & Hughes, or a request or a purchase order made, by the customer orally or in writing to Staunton & Hughes to purchase goods.
Order Acknowledgement: acknowledgement of acceptance of an order, by Staunton & Hughes, which will usually be provided in writing but may be provided orally or by commencing performance.
Price: is defined in condition 7.1
Staunton & Hughes LTD registered in England and Wales or Staunton & Hughes Limited company registered in England and Wales (CRN:10091781) whose registered office is at 6 Howley Park, Business Village, Pullan Way, Morley, Leeds, England, LS27 OBZ. The relevant contracting Staunton & Hughes Company or the contract shall be confirmed in the Order Acknowledgement.
Services: any services Staunton & Hughes agrees to supply to the Customer under a contract:
Special Orders: any goods not usually stocked by Staunton & Hughes and ordered specifically for the customer or goods that Staunton & Hughes has performed services on as part of the Contract in accordance with the agreed specifications.
Writing: means any form of written communication including, without limitation; letter, email, telex, facsimile transmission, and other comparable means of communication.
- References to the masculine include the feminine and the neuter, the singular include the plural and, in each case, vice versa. Reference to a salute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application, or re-enactment and includes any subordinate legislation made under it. Headings do not affect the interpretation of the conditions.
- APPLICATION OF TERMS
2.1 Subject to condition 2.2, the conditions apply to all Contracts to the exclusion of all other terms and conditions of the customer (whether endorsed on, delivered with, or contained in the Customer’s purchase order or other documents) shall form part of any contract and any attempt by the Customer to exclude, vary or limit any conditions shall be void.
2.2 Any variation to the Conditions, and any representations about the Goods shall we have no effect and shall not form part of the contract unless agreed in writing by Staunton & Hughes.
2.3 Staunton & Hughes employees or agents are not authorised to make any representation concerning the goods unless confirmed by Staunton & Hughes in writing. In entering the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed in writing.
2.4 Staunton & Hughes may provide the Customer with an oral or written quotation. A quotation so provided is an invitation to treat by Staunton & Hughes to supply goods and/or services, subject to the conditions, to the Customer. A quotation is valid for 30 Days from its date, if Staunton & Hughes has not previously withdrawn it.
2.5 The placing of an order by the Customer shall be deemed to be an offer, subject to the Conditions, to purchase the goods and/or services stated therein from Staunton & Hughes. No order placed by the Customer shall be deemed accepted by Staunton & Hughes until Staunton & Hughes provides an Order Acknowledgement. No binding contract will come into existence until an Order Acknowledgement is given by Staunton & Hughes or, if earlier, by Staunton & Hughes delivering the goods or commencing performance of the services (whichever is the earlier).
3.1 The quantity and description of the Goods is set out in Staunton & Hughes quotation and/or Order Acknowledgement and the Contract.
3.2 All descriptions, drawings, specifications, technical data and illustrations and any advertising or other materials issued by Staunton & Hughes, or contained in any advertising or other materials used by Staunton & Hughes, or contained in Staunton & Hughes Website, are approximations and for information purposes only, should not be relied on by the customer as precise or construed literally and shall not form part of the contract.
3.3 Staunton & Hughes reserves the right to change any descriptions, drawings, specifications, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without notice.
3.4 The Customer Acknowledges that goods are supplied on the understanding that there may be a slight dye and/or a shade variation and that the finish of leather products may vary from sample to sample and product to product, may not be uniform in colour or texture and may contain grain variations, natural marks and scars. Any such natural variations shall not be a defect for the purposes of Condition 10.1.
4.1 Unless otherwise agreed in writing by Staunton & Hughes, delivery of the goods shall take place at Staunton & Hughes premises, in which case, the Ex works Incoterm shall apply (delivery point).
4.2 Staunton & Hughes will endeavour to deliver the goods to the Delivery Point by the date specified by Staunton & Hughes or, if none is specified within a reasonable period. However, any such specified is an estimate only and it is hereby expressly agreed and that time for delivery shall not be, and shall not be made by notice of essence.
4.3 Staunton & Hughes record of the delivery date and description of the goods delivered can provide conclusive contrary evidence.
4.4 Staunton & Hughes may deliver the goods by separate instalments, which shall be invoiced and paid for separately and in accordance with the provisions of the contract. Each separate instalment shall be a separate contract. No cancellation or termination of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment (i.e. the Contract)
4.5 If the quantity of goods delivered to the Customer is up to 15% more or less than the quantity ordered the Customer must notify Staunton & Hughes, and is not entitled to reject all or any of the Goods for this reason and shall, unless agreed otherwise by Staunton & Hughes, pay for any surplus or shall be issued with a credit note for any shortfall at the pro rata contract rate.
4.6 If for any reason the Customer fails to accept delivery of the goods when the goods ae delivered to the Customer, or within 24 hours of notification that the goods are ready for delivery, wishes to delay delivery, or Staunton & Hughes is unable to deliver the goods because the Customer has not provided appropriate instructions, access, documents or authorisation or complied with its obligations under the Conditions, a) the goods will be deemed to have been delivered; b) Staunton & Hughes shall be entitled to issue an invoice for the goods; c) Staunton & Hughes may store the Goods until actual delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance costs).
4.7 Except in relation to Special Orders, if the Customer has not taken/accepted delivery of the goods within 7 days of notification that the Goods are ready for delivery. Staunton & Hughes may resell or otherwise dispose of part or all the goods and, after deducting reasonable storage, insurance and selling costs, account to the Customer for any excess over or charge the Customer for any shortfall order within 14 days of notification that the goods are ready for delivery, Staunton & Hughes shall be entitled to dispose of the Goods but the Customer shall be liable to pay for any reasonable disposal costs (as well as the price).
4.8 Subject to the other Conditions and unless agreed otherwise by Staunton & Hughes. Staunton & Hughes will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and any similar loss) costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods or performance of the services, nor shall any such delay entitle the customer to repudiate or terminate the Contract unless it exceeds 28 days and the other delay is wholly and completely the fault of Staunton & Hughes.
4.9 Staunton & Hughes shall not be liable for delivering the wrong goods or for non-delivery of or damage to the goods (even if caused by Staunton & Hughes negligence) unless the Customer notifies Staunton & Hughes in writing within 7 days of the actual delivery date.
4.10 Staunton & Hughes liability under condition 4.9 because of the Customer complying with the notice requirements, is limited to, at Staunton & Hughes option, replacing or repairing the goods or issuing a credit not for the Goods within reasonable time. If delivery of the Goods is not refused by the Customer and the Customer fails to notify Staunton & Hughes in accordance with Condition 4.9 the Customer shall not be entitled to reject the Goods and Staunton & Hughes shall have no liability for delivering the wrong Goods or for damage to the Goods and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
4.11 Any receipt, signed delivery note or equivalent documentation obtained by Staunton & Hughes from the customer, or its employees or agents, accepting or taking delivery of the Goods shall be conclusive evidence of delivery of the Goods or such part thereof as is indicated by the relevant document, in accordance with the contact by Staunton & Hughes.
- CUSTOMER’S OBLIGATIONS AND WARRANTIES
5.1 The Customer warrants that it has the necessary authority to enter into the Contract and that all the information it provides to Staunton & Hughes, (without limitation) that the terms of any Order (including any application, specification, designs, or drawings provided by the Customer) is true and accurate and acknowledges that Staunton & Hughes is relying on such information to perform its obligations under the Contract.
5.2 The Customer shall pay the Price and any other amounts due to Staunton & Hughes under the Contract and these Conditions in accordance with Condition 8.
5.3 The Customer acknowledges that it is responsible for ascertaining the type, quantity and specification of the goods and/or services required for its purposes and that the company provides no warranty (and none shall be implied) unless agreed otherwise in Writing, that the Gods are fit for any purpose.
5.4 The Customer agrees to co-operate fully with Staunton & Hughes and provide any assistance required to supply the goods, in, but without limitation, the Customer agrees to do the following at its own expense;
- a) Provide Staunton & Hughes with any reasonably necessary information relating to the Goods, particularly any drawings or specifications for the Goods and/or Services, within sufficient time to enable Staunton & Hughes to perform the Contract;
- b) Provide adequate and appropriate equipment and suitably trained and competent personnel at the Delivery point to collect or unload/load the Goods at a reasonable speed;
- c) Inspect and check the Goods on delivery to ensure that they conform to the Contract and the Customer’s requirements;
- d) Ensure and authorised representative of the Customer signs the delivery note (or equivalent documentation) on delivery to confirm that the Goods are as ordered and undamaged;
- e) Take such steps as reasonably required to enable delivery of the Goods and ensure that all relevant regulations are complied with to ensure safe delivery of the goods;
- f) Ensure the customer and all relevant users of the Goods (including, without limitation, employees, customers and/or agents of the Customer) are (to the extent reasonably required) fully familiar with the applicable instructions of care, use and/or maintenance for the Goods and that the Goods are used in accordance with such instructions and only for Goods and such other reasonable purposes;
- g) Comply with its notifications obligations and all other obligations under these conditions.
5.5 The Customer is responsible for identifying the quality of leather required for its purposes and acknowledgements that, given the grain variations, natural marks, and scars inherent within leather, if a particularly high quality of leather is required for its purposes then this may require a greater number of hides to be ordered by the Customer to achieve the Customer’s quality standards. Staunton & Hughes shall work closely with the Customer to identify the quantity of hides required to achieve the quality standards desired. Unless agreed otherwise in writing. No contract shall be a sale by sample.
5.6 If goods are supplied under a Contract for use in conjunction with the Customer’s existing equipment and/or structures, for use in manufacture of another product or for a particular purpose the Customer shall be entirely responsible for ensuring that such equipment and/or structures are in all respects suitable and adequate for the purpose and properly installed and that the goods ordered are in all respects suitable and adequate for the use with existing equipment and/or structures, for use in the manufacture of the relevant product and to for the final product or for the Customer’s particular purpose.
5.7 The Customer shall promptly notify Staunton & Hughes if any of the events in Condition 6.6 occur.
6.1 The risk in the Goods shall pass to the Customer when the Goods leave Staunton & Hughes premises. Title is the Goods shall not pass to the Customer until Staunton & Hughes has received (in cash or cleared funds) from the Customer.
6.2 The full price for the Goods plus VAT.
6.3 All other sums which are due to Staunton & Hughes from the Customer
6.4 Until title in the Goods passes (as set out in Condition 6.1) the Customer 6.2 shall;
- a) Hold the Goods on a fiduciary basis as Staunton & Hughes Bailee;
- b) Store the goods (at no cost to Staunton & Hughes) separately from all other goods of the customer or any third party in such a way that they remain readily identifiable as Staunton & Hughes property;
- c) Not remove, destroy, deface, or obscure any identifying mark or packaging relating to the Goods;
- d) Maintain the Goods in satisfactory condition, keep them insured on Staunton & Hughes behalf for their full price against all risks from the date of delivery and provide Staunton & Hughes with a copy of the insurance policy on request;
- e) Notify Staunton & Hughes immediately if any of the events listed in Condition 6.6 occur;
- f) Deliver up the Goods to Staunton & Hughes on demand.
6.5 The Customer may only resell the Goods before title has passed if such sale is a sale of Staunton & Hughes property on the Customer’s own behalf as principal, made in the Customer’s ordinary course of business and at the full market value.
6.6 The Customer’s right to possess the Goods shall end immediately if it; and
- a) Has a bankruptcy order made against it or makes an arrangement or composition with its 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 unto liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager or 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 and 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 as 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 possible insolvency of the Customer, or Customer is unable to pay its debt within the meaning of Section123 of the Insolvency Act 1986;
- b) The Customer suspends, ceases, or threatens to cease to carry on all or substantially the whole of its business or the Customer suffers or allows any execution, sequestration, or such other process to be levied on its property or obtained against it or encumbers or in any way charges any of the Goods; or
- c) The Customer fails to observe or perform any of its obligations under the Contract; or
- d) Any event occurs or proceeding is taken, with respect to the Customer in any authority to which it is subject that has a similar or equivalent effect to any of the events listed in Condition 6.6 (a) and (b)
6.7 Staunton & Hughes shall be entitled to recover payment for the Goods notwithstanding the fact that the titles in any of the Goods has not passed from Staunton & Hughes to the Customer.
6.8 The Customer grants Staunton & Hughes, its agents, and employees an irrevocable licence to enter any premises where the Goods are or may be stored at any time to inspect or (where the Customer’s right to possession has ended) recover them.
6.9 If before title to the Goods passes to the Customer any of the events listed in Condition 6.6 occur or Staunton & Hughes reasonably believes any such event is about to occur and notifies the Customer accordingly, then, provided that the Goods have not been resold. Or irrevocably incorporated into another product, and without limiting any other right or remedy of Staunton & Hughes, Staunton & Hughes may at any time require the Customer to deliver up the Goods or use its rights in Condition 6.8.
6.10 If Staunton & Hughes repossesses any Goods or the Customer delivers up any Goods. In accordance with Condition 6, the Contract for those Goods shall be rescinded.
7.1 Unless otherwise agreed by Staunton & Hughes in writing, and subject to Conditions 7.2 and 7.3. The price for the Goods and/or Services shall be the price stated in the quotation or Order Acknowledgement provided by Staunton & Hughes to the Customer in accordance with Conditions 2.4 and 2.5, together with any VAT and delivery costs (Price).
7.2 The price and the cost of any additional work provided for in Condition 7.4 is based on the costs of materials, labour, sub-contracts, transport, taxes and duties and all other relevant costs at the date of the quotation and/or Order Acknowledgement and on the work, being done in normal working hours.
7.3 Staunton & Hughes reserves the right to vary the price, by giving notice to the Customer priory to delivery. To take account of any variation (Howsoever arising) in these costs or the imposition of any new taxes or duties between the quotation and Order Acknowledgement date and delivery date.
7.4 In addition to the price, the Customer shall pay for any additional:
7.5 Work carried out by Staunton & Hughes, at the Customer’s request, which Staunton & Hughes was not originally contracted to undertake; and
7.6 Work required because of any matter that Staunton & Hughes did not know existed at the date of the quotation and/or Order Acknowledgement and Staunton & Hughes could not reasonably have foreseen; and
7.7 Work or costs because of the Customer providing inadequate or inaccurate instructions, information, or drawings to Staunton & Hughes or because of the Customer Failing to comply with any of the conditions.
7.8 Any additional costs payable by the Customer under Condition 7.4 will be invoiced by Staunton & Hughes at the time the work is carried out.
8.1 Unless otherwise agreed in writing by Staunton & Hughes. Staunton & Hughes shall be entitled to issue an invoice for the Price at the time the Order is accepted by Staunton & Hughes or on or after actual or deemed delivery at Staunton & Hughes option.
8.2 Unless otherwise agreed in writing, for Account Customers within their credit limit each invoice submitted by Staunton & Hughes shall be paid within 30 days from the end of the calendar month of the date of the invoice. For Customers without an account, or with an account that has reached its credit limit, the Price shall be paid at the time of the Order on receipt of Staunton & Hughes invoice, as directed by Staunton & Hughes. Time for payment shall be of the essence.
- a) Staunton & Hughes reserves the right, in its absolute discretion to cancel the account.
8.3 Staunton & Hughes reserves the right to suspend the account if it decides, for whatever reason, that it requires further security from the Customer, other than that already provided (if any), for the performance and discharge of the Customer’s obligations under any Contract or for any other reason it considers reasonable. The Customer agrees to use its best endeavours to ensure that any additional security required by Staunton & Hughes (including, but not limited to, a third party providing a guarantee) is provided. Staunton & Hughes may decide to reinstate the account if the Customer provides the additional security required or meets any other conditions required to be satisfied by Staunton & Hughes.
8.4 If Staunton & Hughes exercises its right to cancel or suspend the Account. In accordance with Conditions 8.2(a) and 8.3 respectively, all sums owed to Staunton & Hughes by the Customer at the date of cancellation or suspension shall be payable on demand and Staunton & Hughes may continue trading with the Customer on the basis set out I Condition 8.2 for Customers without an Account.
8.5 No payment shall be deemed to have been received until Staunton & Hughes has received cash or cleared funds and all sums payable to Staunton & Hughes under a contract shall become due immediately on its termination, however arising.
8.6 The Customer shall make all payments due under the Contract in full of 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 Staunton & Hughes to the Customer.
8.7 Without prejudice to any of it other remedies, if any amount due from the Customer is not paid in accordance with the Conditions Staunton & Hughes may do all or any of the following.
8.8 Treat any or all Contracts as repudiated by the Customer;
- a) Without notice suspend or cancel delivery of the Goods under the Contract, and any other Contract until the Customer pays the outstanding amount(s) in full;
- b) Appropriate any payment made by the Customer under any other Contract with Staunton & Hughes to pay for any outstanding amounts as Staunton & Hughes may, in its sole discretion, think fit;
- c) Charge interest at the annual rate of 8% above the base rate of Bank of England (a part of a month being treated as a full month for calculating interest);
- d) Claim interest under Late Payment of Commercial Debts (interest) Act 1998;
- e) Invoice the Customer for all costs incurred by Staunton & Hughes recovering monies owed.
8.9 On termination of the Contract, howsoever caused, the rights of Staunton & Hughes in this Condition 7.1 shall remain in effect.
9.1 Unless agreed otherwise in writing, the Customer is not entitled to cancel the contract for special orders. Except in relation to Special orders if Staunton & Hughes agrees with a Customer that they may cancel the Contract such agreement shall be subject to the Customer’s liability to pay Staunton & Hughes an amount Staunton & Hughes considers reasonable in the circumstances to reflect the work undertaken by Staunton & Hughes up to the date of cancellation and Staunton & Hughes ability to resell the Goods. If the Customer cancels a contract (with or without Staunton & Hughes consent) for a Special Order, the Customer shall be liable to pay the price in full (less any applicable delivery costs/charges) to Staunton & Hughes in accordance with its invoice.
9.2 Any amounts payable by the Customer under Condition 9.1 shall be invoiced by Staunton & Hughes within 14 days of the cancellation date and, unless specified otherwise by Staunton & Hughes on the invoice, shall be payable by the Customer in accordance with Condition 8.
- STAUNTON & HUGHES WARRANTIES
10.1 Unless otherwise agreed in Writing by Staunton & Hughes, Staunton & Hughes warrants that the services will be provided with reasonable skill and care and, subject to Conditions 10.2 to 10.6, Staunton & Hughes warrants that the Goods shall conform in all materials respects with their description and the applicable technical specification for the Goods at the time of delivery. Unless agreed otherwise in writing no other warranty is provided by Staunton & Hughes in respect of goods.
10.2 Subject to conditions 10.3 to 10.6, if some or all the Goods do not conform with the warranty provided by Staunton & Hughes in accordance with Condition 10.1 Staunton & Hughes shall, at its option, repair or replace such Goods (or the defective part) or issue a credit note at the pro rata Contract rate provided that the Customer;
- a) Gives written notice of any breach of the warranty to Staunton & Hughes within 7 days of the time when the Customer discovers or ought to have discovered such; and
- b) Gives Staunton & Hughes (or its employees or agents) a reasonable opportunity, after receiving the notice, to examine the relevant Goods and the Customer (unless agreed otherwise and subject to a reasonable handling charge in the circumstances for collection by Staunton & Hughes) promptly returns the relevant Goods (or the relevant part), as directed by Staunton & Hughes, to Staunton & Hughes premises at the Customer’s expense.
10.3 Condition 10.1 shall not apply if the defect arises as a result of normal wear and tear, the Customer’s negligence or failure to comply with the Conditions or failure to follow Staunton & Hughes or its suppliers oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or the Customer makes any further use of the Goods after giving notice to Staunton & Hughes in accordance with Condition 10.1 or the Customer alters, modifies, mishandles or repairs such Goods in any way.
10.4 If Staunton & Hughes complies with Condition 10.1, it shall have no further liability for a breach of the warranty in Condition 10.1 in respect of such Goods.
10.5 Any Goods that are returned by the Customer pursuant to Condition 10.1 shall belong to Staunton & Hughes unless Staunton & Hughes repairs such Goods in accordance with condition 10.1. These Conditions shall apply to any repaired or replacement goods supplied by Staunton & Hughes.
10.6 Staunton & Hughes reasonable opinion as to the cause of the defect shall be final and binding unless the Customer can provide conclusive evidence to the contrary.
- LIMITATION OF LIABILITY
11.1 Subject to Condition 4, 10 and 11.4, Conditions 11 sets out the entire financial liability of Staunton & Hughes (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of any breach of the Contract and any representation, statement, tortious act, or omission, including negligence, arising under or regarding the Contract.
11.2 Subject to Conditions 11.3 and 11.4;
- a) Staunton & Hughes shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in any case whether direct, indirect, or consequential) or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or regarding the contract.
- b) Staunton & Hughes total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or regarding the performance or contemplated performance of the Contract shall be limited to the price or £100,000 (whichever is the greater).
11.3 All warranties, conditions and other terms implied by statue or common law are, fully permitted by law, excluded from the Contract.
11.4 Nothing in the Conditions excludes or limits Staunton & Hughes liability for death or personal injury caused by Staunton & Hughes negligence or for fraud or fraudulent misrepresentation.
- FORCE MAJEURE
12.1 Staunton & Hughes reserves the right to defer the date of deliver of the Goods and/or performance of the services or cancel the Contract (in each case without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation acts of God, governmental actions, war or national emergency, acts on terrorism, protests, riot, civil common, fire, explosion, flood, epidemic, labour disputes (other than in relation to Staunton & Hughes own workforce), or restraints or delays affecting suppliers or carriers, or inability or delay in obtaining supplies of adequate quality, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in Writing to Staunton & Hughes to terminate the contract.
13.1 The Customer shall be liable to pay Staunton & Hughes (on written demand( for, and indemnify Staunton & Hughes against, all reasonable costs, expenses and losses sustained or incurred by Staunton & Hughes (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy resources elsewhere and legal costs on an indemnity basis) arising directly or indirectly from the Customer’s fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the conditions.
14.1 If there are any differences between the information within the quotation and the Order Acknowledgement in respect of any Contract the latter shall prevail. If there are any differences between Condition 10 and the Return Policy the latter shall prevail.
14.2 Each right or remedy of Staunton & Hughes under the Contract is without prejudice to any other right or remedy of Staunton & Hughes whether under the Contract or not.
14.3 All intellectual property rights, including, without limitation, copyright and trademarks, and all other rights in any documents or materials provided by Staunton & Hughes to the Customer under the Contract shall belong to Staunton & Hughes.
14.4 Except as permitted by law, the Customer (including its employees and agents) shall not disclose of, any confidential information about Staunton & Hughes, it’s employees or agents, its business, its commercial k ow-how or the Goods that has come into its possessions or knowledge due to the Contract.
14.5 If any Condition is found by any court to be wholly or partially illegal, invalid, unenforceable or unreasonableness be deemed severable and the remaining Conditions, and the remainder of such Condition, shall continue in full force and effect. If such court decides that such Condition is not severable, the parties agree to substitute such Condition with a legal, valid, enforceable, and reasonable condition that achieves, to the greatest extent possible, the same commercial effect as the original Condition.
14.6 Failure or Delay by Staunton & Hughes to enforce or partially enforce, any provision of the Contract shall not be constructed as a waiver of any of its rights under the Contract. Any waiver by Staunton & Hughes of any breach of, or any default under, any provision of the Contract by the Customer shall be in writing and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.
14.7 No provisions of the Contract are enforceable by the Contracts (Right of Third Parties) Act 1999 by any person who is not a party to the Contract.
14.8 All notices sent by the Customer to Staunton & Hughes must be sent to Staunton & Hughes as its registered address (as detailed in the footer) or by email (firstname.lastname@example.org) or facsimile or as otherwise agreed by Staunton & Hughes. Staunton & Hughes may send notices to the Customer at the email or postal address, or by facsimile to the number, provided by the Customer to Staunton & Hughes.
14.9 All communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in Writing. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting If sent by post, and on completion of transmission if sent by email or facsimile.
4.10 The formation, construction, performance, validity, and all aspects of the Contract shall be governed by the law of England and Wales and the parties to submit to the exclusive authority of the English Courts.
14.11 The parties agree that the Contract and any dispute or claim arising out of or in connection, performance, validity, and all other aspects of the Contract (including non-contractual disputes or claims) shall be as far as legally possible governed by and construed in accordance with the laws of England and Wales.
14.12 The parties agree that Conditions 14.10 and 14.12 shall be applied without regard to the principles of conflict of laws and without regard to the CISG UN Convention.
14.13 Where the buyer is based within the EU, the parties irrevocably agree that the courts of England and Wales shall have exclusive authority to settle any dispute, claim or difference arising out of or regarding the contact or its subject matter or formation (including non-contractual disputes or claims) and shall be subject to English law (in line with Condition 14.10)
14.4 Where the Buyer is not based within the EU the parties irrevocably agree that the Courts of England and Wales shall have exclusive authority to settle any dispute or difference that relates to non-payment of any sum due to the Company from the buyer and the parties irrevocably agree that any other dispute or difference arising out of or in connection with the Contract, including any question regarding its existence, validity, or termination or the legal relationships established by the Contract, the ability to enforce any judgement obtained and any non-contractual disputes or claims shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this Condition 14.13. it is agreed that;
- a) The arbitration tribunal shall consist of 1 arbitrator;
- b) The seat of the arbitration shall be London;
- c) The language of the arbitration shall be English; and
- d) The governing law shall be English law in accordance with Condition 14.10