Last updated June 18, 2024
Definitions & Interpretation
Please contact ResiCentral to review definitions & Interpretations.
1. Warranty Period
1.2 In these conditions, unless the context otherwise requires:
1.1.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.1.2any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;1
1.3 a reference to a ‘party’ means either the ResiCentral or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.1.4a reference to a ‘person’ includes a natural person,corporate orunincorporated body (in each case whether or not having separate legalpersonality) and that person’s personal representatives, successors andpermitted assigns;
1.1.5reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.1.6 a reference to a gender includes each other gender;
1.1.7 words in the singular include the plural and vice versa;
1.1.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘inparticular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;1.
1.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.1.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;
1.1.11 a reference to legislation includes all made from time to time under that legislation; and
1.1.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. Application of these conditions
2.1 These conditions apply to and form part of the Contract between ResiCentral and the Customer. They supersede any previously issues terms and conditions of purchase or supply;
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification of other document shall form part of the Contract except to the extent that ResiCentral otherwise agrees in writing and signed off by no less than two Directors;
2.3 No variation of the terms and conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by aduly authorised signatory on behalf of each of the Customer and ResiCentral retrospectively and signed by a minimum of two Directors or each respective party, where either party has just one Director then by that Director acting with sole discretion;
2.4 Each Order by the Customer to ResiCentral shall be an offer to purchase the Deliverables subject to the Contract including in these Conditions;
2.5 The Offer constituted by an Order shall remain in effect and capable of being accepted by ResiCentral for ninety Business Days from the date on which the Customer submitted the Order after which time is shall automatically lapse and be withdrawn.
2.6 ResiCentral may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.6.1 ResiCentral's written acceptance of the Order; or
2.6.2 ResiCentral delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed.
2.7 Rejection by ResiCentral of an order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.8 ResiCentral may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
2.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3. Price
3.1 The price for the Deliverables shall be set out in the Order or, whereno such provision is set out, shall be calculated in accordance withResiCentral scale of charges in force from time to time (the Price)
3.2 The prices are exclusive of:
3.2.1 packaging, delivery, insurance, shipping carriage, and all other related charges to taxes which shall be charged in addition at ResiCentral's ~
standard rates, and
3.2.2. VAT.
3.3 The Customer shall pay any applicable VAT to ResiCentral on receipt of a valid VAT invoice.
3.4 ResiCentral may increase the Prices at any time by giving the Customer no less than thirty days' notice in writing provided that the increase does not exceed five percent (5%) of the Prices in effect immediately prior to the increase.
3.5 Notwithstanding clause 3.4, ResiCentral may increase the prices with immediate effect by written notice to the Customer where there is an increase to the direct cost to ResiCentral of supplying the relevant Deliverables which is due to any factor beyond the control of ResiCentral.
4. Payment
4.1 ResiCentral shall invoice the Customer for the Deliverables, partiallyor in full and in accordance with the payment schedule and agreed stagepayments, at any time following Acceptance of an Order.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction orset-off, in cleared funds within thirty 30 days of the receipt by the Customerof each invoice.
4.2.2 to the bank account nominated byResiCentral.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 ResiCentral may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Virgin Bank and/or our
Bank from time to time as from time to time in force, and
4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.
4.3.3. suspension of services for a time if payment is not made or until payment is made.
5. Credit Limit
5.1 ResiCentral may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit. Such credit limit will be at the sole discretion of ResiCentral and strictly subject to satisfactory credit references on the part of the Customer.
6. Delivery and Performance
6.1 The Goods shall be delivered by ResiCentral, or its nominated carrier, to the Location on the date(s)specified in the Order
6.2 The Services shall be performed by ResiCentral at the Location on the date(s) agreed in writing by the respective representatives nominated by the parties.
6.3 The Services shall be deemed delivered by ResiCentral only on completion of the Performance of the Services at the Location.
6.4 The Customer shall not be entitles to reject a Delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.
6.5 ResiCentral may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.6 Each Delivery or performance of the Deliverables shall be:
6.6.1 to the Delivery Address;
6.6.2 deemed delivered upon placing at the Delivery Address where a Customer's signature is not obtained and the parties acknowledge that photographic evidence of the Goods being placed at the Delivery Address will be sufficient proof of delivery.
6.6.3 shall be accompanied by a delivery note where appropriate, confirming the date of the Order and:
6.6.4 - 6.7.3.1 if Goods, the product numbers and type and quantity of Goods in the consignment;
6.6.5 - 6.7.3.2 if Services, the category, type and quantity of Services performed;
6.6.6 - 6.7.3.3 any special instructions, handling and other requests; and
6.6.7 - 6.7.3.4 in the case of Goods, whether any packaging material is to be returned, in which case the Customer shall, after the Goods are unpacked, make them available for collection by ResiCentral's expense.
6.7 ResiCentral shall use it's reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
6.8 ResiCentral shall not be liable for any delay in or failure of performance caused by:
6.8.1 the Customer's failure to make the Location available;
6.8.2 the Customer's failure to prepare the Location in accordance with ResiCentral's instructions;
6.8.3 the Customer's failure toprovide ResiCentral with adequate instructions for performance or Delivery;
6.8.4 Force Majeure.
6.9 If the Customer fails to accept the delivery of the Goods, ResiCentral shall store and insure the Goods pending delivery, and the Customer shall pay all Costs and expenses incurred by ResiCentral in doing so.
6.10 if twenty eight (28) Business Days following the due date for Delivery or collection of the Goods, the Customer has not taken Delivery of or collected them, ResiCentral may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses6.10.1 and 6.10.2 then ResiCentral shall:
6.10.1 deduct all reasonablestorage charges of cost and resale; and
6.10.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any short fall of the resale price below, the Price
paid by the Customer for the Goods.
6.10.3 where Goods are subject to devalue, the Customer agrees and accepts that they are liable for the full extent of that devalue and that it will pay upon demand the full devalue fee to ResiCentral.
7. Risk
7.1 Risk in the Goods shall pass to the Customer on delivery.
8. Title
8.1 Title to the Goods shall pass to the Customer once ResiCentral has received payment in full and cleared funds for the Goods. In the case of Leased Goods, title in those is and remains with ResiCentral.
8.2 Until title to the Goods has passed to the Customer, the Customer shall:
8.2.1 hold the Goods as bailee forResiCentral;
8.2.2 store the Goods separatelyfrom all other material in the Customer's possession;
8.2.3 take all reasonable care ofthe Goods and keep them in the condition which they were delivered;
8.2.4 insure the Goods from date of Delivery, (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their price (iv) noting ResiCentral's interest on the policy;
8.2.5 ensure that the Goods are clearly identifiable as belonging to ResiCentral;
8.2.6 not remove or alter any mark on or packaging of the Goods;
8.2.7 inform ResiCentral immediately if it becomes subject to any of the events or circumstances set out in clause18.1.1.1 to 18.1.4 or 18.2.1 to 18.2.14;and
8.2.8 on reasonable notice permit ResiCentral to inspect the Goods at a time agreed between the Parties and provide ResiCentral with such information concerning the Goods as ResiCentral may request from time to time.
8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of it's business until such time it becomes aware or ought reasonably to have become aware that an event specified in clauses 17.2.1 to17.2.14 has occurred or is likely to occur.
8.4 If the Customer resells the Goods in accordance with clause 8.3, titleto the Goods shall pass to the Customer immediately prior to the resale.
8.5 If, at any time before title to the Goods has passed to the Customer,the Customer informs ResiCentral, or ResiCentral reasonably believes, that theCustomer has or is likely to become subject to any of the events specified inclauses 18.1.1. to 18.1.4 or 18.2.1 to 18.2.14, ResiCentral may:
8.5.1 require the Customer toredeliver the Goods to ResiCentral; and
8.5.2 if the Customer fails to doso promptly, enter any premises (at ResiCentral's earliest convenience) whereGoods are stored and repossess them.
9. Warranty
9.1 ResiCentral warrants that, for a period of twelve months from dispatchor configuration or from the date of purchase by ResiCentral (were provided bythird-party suppliers) (the Warranty Period), the Deliverables shall:
9.1.1 conform in all materialrespects to any sample, their description and to the Specification;
9.1.2 be free from materialdefects in design, material and workmanship;
9.1.3 if Goods, be of satisfactoryquality within the meaning of the the Sales of Goods Act 1979; and
9.1.4 if Services, be suppliedwith reasonable care and skill within the meaning of the Supply of Goods andServices Act 1982, Part 2, s 13; and
9.1.5 any media on which theresults of the Services are supplied shall be free from defects in material andworkmanship and of satisfactory qualitywithin the meaning of the Sale of Goods Act 1979, where the media is providedby third parties, ResiCentral warrants that it will obtaina warranty from those third-party suppliers on similar terms.
9.2 The Customer warrants that it has provided ResiCentral with allrelevant, full and accurate information as to the Customer's business andneeds.
9.3 As the Customer's sole and exclusive remedy, ResiCentral shall, at it's option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:
9.3.1 serves a written notice on ResiCentral no later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
9.3.2 such notice specifies thatsome of all of the Deliverables do not comply with Clause 9.1 and identifying in sufficient detail for the nature and extents of the defects; and
9.3.3 gives ResiCentral areasonable opportunity to examine the claim of the defective Deliverables.
9.4 The provisions of these Conditions shall apply to any Deliverables thatare corrected, repaired, remedied or re-performed for the duration of thiswarranty or for 90 days, whichever is greater.
9.5 ResiCentral shall not be liable for any failure of the Goods to complywith clause 9.1:
9.5.1 where such failure arises byreason of wear and tear, wilful damage, negligence, or could be expected toarise in the normal course of use of theGoods;
9.5.2 to the extent caused by theCustomer's failure to comply with ResiCentral's instructions in relation to theGoods, including any instructions oninstallation, operation, storage or maintenance;
9.5.3 to the extent caused byResiCentral following any specification, instruction, or requirement of orgiven by the Customer in relation to the Goods;
9.5.4 where the Customer modifiesany Goods or permits a third-party to modify any Goods without ResiCentral'sprior written consent or, havingreceived such consent, not in accordance with ResiCentral's instructions; or
9.5.5 where the Customer makespayment either on the due date or when demanded, in which case ResiCentralshall be entitled to cancel the warrantyand shall have no further liability to the Customer in respect of it'sperformance under it.
9.6 Except as set out in the Clause 9:
9.6.1 ResiCentral gives nowarranty and makes no representations in relation to the Deliverables; and
9.6.2 shall have no liability fortheir failure to comply with the warranty in clause 9.1, and all warranties andconditions (including the conditions impliedby ss 12-16 of the Supply of Goods and Services Act 1982 and ss 13-15 of theSale of Goods Act 1979), whether express or implied by statute,common law or otherwise are excluded to the extent permitted.
10. Anti-bribery
10.1 For the purposes of this clause 10 the expressions 'adequateprocedures' and 'associated with' shall be construed in accordance with theBribery Act 2010 and legislation of guidance or published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuringthat it has in place adequate procedures to prevent bribery and use allreasonable endeavours to ensure that:
10.2.1 all of that party'spersonnel;
10.2.2 all others associated withthat party; and
10.2.3 all of that party'ssubcontractors;
involvedin performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receiveany bribe (as defined in the Bribery Act 2010) or other improper payment, orallow any such to be made or received on its behalf, either in the UnitedKingdom or elsewhere, and shall implement and maintain adequate procedures toensure that such bribes or payments are not made or received directly orindirectly on its behalf.
10.4 The Customer shall immediately notify ResiCentral as soon as it becomesaware of a breach or possible breach by the Customer of any of the requirementsin this Clause 10.
10.5 Any breach of this clause 10 by the Customer shall be deemed a materialbreach of the Contract that is not remediable and shall entitle ResiCentral toimmediately terminate the Contract by notice under clause 18.1.1.
11. Anti Slavery
11.1 ResiCentral comply with the Modern Slavery Act 2015 and the ModernSlavery Policy.
11.2 The Customer undertakes, warrants and represents that:
11.2.1 it shall comply with theModern Slavery Act 2015 and the Modern Slavery Policy;
11.2.2 it has implemented duediligence procedures to ensure compliance with the Modern Slavery Act 2015 andthe Modern Slavery Policy in it's businessand supply chain, and those of it's officers, employees, agents orsub-contractors, which will be made available to ResiCentral on requestat any time throughout the Contract.;
11.2.3 it's responses toResiCentral's modern slavery and human trafficking due diligence questionnaireare complete and accurate; and
11.4 The Customer shall notify ResiCentral immediately in writing if itbecomes aware or has reason to believe that, or any of its officers, employees, agents or sub-contractors havebreached or potentially breached any off the Customer's obligations underClause 11.2. Such notice to set out full details of the circumstancesconcerning the breach or potential breach of the Customer's obligations.
12. Indemnity and Insurance
12.1 The Customer shall indemnify, and keep indemnified, ResiCentral fromand against any losses, damages, liability, costs (including legalfees) and expenses incurred by ResiCentral as a result of or in connectionwith the Customer's breach of any of the Customer's obligations under theContract.
12.2 The Customer shall have in place contracts of insurance with reputableinsurers incorporated in the United Kingdom to cover it's obligations under theContract. On request, the Customer shall supply so far as reasonable evidenceof the maintenance insurance and all of its terms from time to time applicable.
13. Limitation of liability
13.1 The extent of the parties’ liability under or in connection with theContract (regardless of whether such liability arises intort, contract or inany other way and whether or not caused by negligence or misrepresentation)shall be as set out in this clause 13.
13.2 Subject to clauses 13.5 and 13.6, ResiCentral’s total liabilityshall not exceed the Price paid by the Customer under the terms of the Contract.
13.3 Subject to clauses 13.5 and 13.6, ResiCentral shall not be liablefor consequential, indirect or special losses.
13.4 Subject to clauses 13.5 and 13.6, ResiCentral shall not be liable forany of the following (whether direct or indirect):
13.4.1 loss of profit;
13.4.2 loss or corruption of data;
13.4.3 loss of use;
13.4.4 loss of production;
13.4.5 loss of contract;
13.4.6 loss of opportunity;
13.4.7 loss of savings, discountor rebate (whether actual or anticipated)
13.4.8 harm to reputation or lossof goodwill
13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall notapply in respect of any indemnities given by either party under the Contract.
13.6 Notwithstanding any other provision of the Contract, the liability ofthe parties shall not be limited in any way in respect of the following:
13.6.1 death or personal injurycaused by negligence;
13.6.2 fraud or fraudulentmisrepresentation;
13.6.3 any other losses whichcannot be excluded or limited by Applicable Law;
13.6.4 any losses caused by wilfulmisconduct.
14. Confidentiality and announcements
14.1 The Customer shall keep confidential all Confidential Information of ResiCentral and of any Affiliate of ResiCentral and shall only usethe same as required to perform the Contract. The provisions of this clauseshall not apply to:
14.1.1 any information which wasin the public domain at the date of the Contract;
14.1.2 any information which comesinto the public domain subsequently other than as a consequence of any breachof the Contract or any relatedagreement;
14.1.3 any information which isindependently developed by the Customer without using information supplied byResiCentral or by any Affiliate of ResiCentral; or
14.1.4 any disclosure required bylaw or a regulatory authority or otherwise by the provisions of the Contract.
14.2 This clause shall remain in force in perpetuity.
14.3 The Customer shall not make any public announcement or disclose anyinformation regarding the Contract, except to the extent required by law orregulatory authority.
14.4 To the extent any Confidential Information is Protected Data suchConfidential Information may be disclosed or used only to the extent suchdisclosure or use is incompliance with and does not conflict with anyprovisions of clause 15.
15. Processing of personal data
15.1 The parties agree that the Customer is a Controller and thatResiCentral is a Processor for the purposes of processing Protected Datapursuant to the Contract. The Customer shall at all times comply with all DataProtection Laws in connection with the processing of Protected Data. TheCustomer shall ensure all instructions given by it to ResiCentral in respect ofProtected Data (including the terms of the Contract) shall at all times be inaccordance with Data Protection Laws. Nothing in the Contract relieves theCustomer of any responsibilities or liabilities under any Data Protection Laws.
15.2 ResiCentral shall process Protected Data in compliance with theobligations placed on it under Data Protection Laws and the terms of theContract.
15.3 The Customer shall indemnify and keep indemnified ResiCentral againstall losses, claims, damages, liabilities, fines, sanctions,interest, penalties,costs, charges, expenses, compensation paid to Data Subjects, demands and legaland other professional costs (calculated on a full indemnity basis and in eachcase whether or not arising from any investigation by, or imposed by, a DataProtection Supervisory Authority) arising out of or in connection with anybreach by the Customer of its obligations under this clause 15.
15.4 ResiCentral shall:
15.4.1 only process (and shallensure ResiCentral Personnel only process) the Protected Data in accordancewith the schedule and the Contract (includingwhen making any transfer to which clause 15.9relates), except to the extent:
(a)that alternative processing instructions are agreed between the parties inwriting; or
(b) otherwiserequired by applicable law (and shall inform the Customer of that legalrequirement before processing,unless applicable law preventsit doing so on important grounds of public interest); and
15.4.2 without prejudice to clause16.1,if ResiCentral believes that any instruction received by it from theCustomer is likely to infringe the Data ProtectionLaws it shall be entitled to cease to provide the relevant Services until theparties have agreed appropriate amended instructions whichare not infringing.
15.5 Taking into account the state of technical development and the natureof processing, ResiCentral shall implement and maintain the technical andorganisational measures set out in Part C of the schedule to protect theProtected Data against accidental, unauthorised or unlawful destruction, loss,alteration, disclosure or access.
15.6 ResiCentral shall:
15.6.1 not permit any processingof Protected Data by any agent,subcontractor or other third party (except itsor its Sub-Processors’ own employeesin the course of their employment that are subject to an enforceable obligationof confidence with regards to the Protected
15.6.2 prior to the relevantSub-Processor carrying out any processing activities in respect of theProtected Data, appoint each Sub-Processor undera written contract containing materially the same obligations as under thisclause 15(including those relating to sufficient guaranteesto implement appropriate technical and organisational measures) that isenforceable by the ResiCentral and ensure each suchSub-Processor complies with all such obligations;
15.6.3 remain fully liable to theCustomer under the Contract for all the acts and omissions of eachSub-Processor as if they were its own; and
15.6.4 ensure that all naturalpersons authorised by ResiCentral or any Sub-Processor to processProtected Data are subject to a binding written contractualobligation to keep the Protected Data confidential.
15.7 The Customer authorises the appointment of the Sub-Processors listed inthe schedule.
15.8 ResiCentral shall (at the Customer's cost)
15.8.1 assist the Customer inensuring compliance with the Customer’s obligations pursuant to Articles 32 to36 of the GDPR (and any similar obligationsunder applicable Data Protection Laws) taking into account the nature of theprocessing and the information available to the ResiCentral;and
15.8.2 taking into account thenature of the processing, assist the Customer (by appropriate technical andorganisational measures), insofar as this ispossible, for the fulfilment of the Customer’s obligations to respond torequests for exercising the Data Subjects’ rights under Chapter III ofthe GDPR (and any similar obligations under applicable Data Protection Laws) inrespect of any Protected Data.
15.9 ResiCentral shall not process and/or transfer, or otherwise directly orindirectly disclose, any Protected Data in or to countries outside the UnitedKingdom or to any International Organisation without the prior writtenauthorisation of the Customer.
15.10 ResiCentral shall, in accordance with Data Protection Laws, makeavailable to the Customer such information that is in its possession or controlas is necessary to demonstrate ResiCentral’s compliance with the obligationsplaced on it under this clause 16and to demonstrate compliance with theobligations on each party imposed by Article 28 of the GDPR (and under anyequivalent Data Protection Laws equivalent to that Article 28), and allow forand contribute to audits,including inspections, by the Customer (or anotherauditor mandated by the Customer) for this purpose (subject to a maximum of oneaudit request in any 12month period under this clause 15.10).
15.11 ResiCentral shall notify the Customer without undue delay and inwriting (either by letter, email or other electronic written format) onbecoming aware of any Personal Data Breach in respect of any Protected Data.
15.12 On the end of the provision of the Services relating to the processingof Protected Data, at the Customer’s cost and the Customer’s option,ResiCentral shall either return all of the Protected Data to the Customer orsecurely dispose of the Protected Data (and thereafter promptly delete allexisting copies of it) except to the extent that any applicable law requiresResiCentral to store such Protected Data. This clause 15 shall survivetermination or expiry of the Contract.
16. Force Majeure
16.1 ResiCentral shall not have any liability under or be deemed to be inbreach of the Contract for any delays or failures in performance of theContract which result from Force Majeure. If ResiCentral is subject to theForce Majeure event it shall promptly notify the Customer in writing (either byletter, email only) when such the event causes a delay or failure inperformance and when it ceases to do so. If the Force Majeure event continuesfor a continuous period of more than thirty days, either party may terminatethe Contract by written notice to the other party.
17. Termination
17.1 ResiCentral may terminate the Contract or any other contract which ithas with the Customer at any time by giving notice in writing to the Customerif:
17.1.1 the Customer commits amaterial breach of the Contract and such breach is not remediable;
17.1.2 the Customer commits amaterial breach of the Contract which is not remedied within 14 days ofreceiving written notice of such breach;
17.1.3 the Customer has failed to payany amount due under the Contract on the due date and such amount remainsunpaid within 14 days after ResiCentralhas given notification that the payment is overdue; or
17.1.4 any consent, licence orauthorisation held by the Customer is revoked or modified such that theCustomer is no longer able to comply with itsobligations under the Contract or receive any benefit to which it is entitled.
17.1.5 It’s third partysuppliers are subject to an Insolvency Event which prevents ResiCentral fromcontinuing it’s performance of the Contract, savethat ResiCentral will use it’s reasonable endeavours to seek an the services ofan alternative third party supplier in the first instance.
17.2 ResiCentral may terminate the Contract at any time by giving notice inwriting to the Customer if the Customer:
17.2.1 stops carrying on all or asignificant part of its business, or indicates in any way that it intends to doso;
17.2.2 is unable to pay its debtseither within the meaning of section 123 of the Insolvency Act 1986 or ifResiCentral reasonably believes that to be thecase;
17.2.3 becomes the subject of a companyvoluntary arrangement under the Insolvency Act 1986;
17.2.4 becomes subject to a moratoriumunder Part A1 of the Insolvency Act 1986;
17.2.5 becomes subject to arestructuring plan under Part 26A of the Companies Act 2006;
17.2.6 becomes subject to a schemeof arrangement under Part26 of the Companies Act 2006;
17.2.7 has a receiver, manager,administrator or administrative receiver appointed over all or any part of itsundertaking,assets or income;
17.2.8 has a resolution passed forits winding up;
17.2.9 has a petition presented toany court for its winding up or an application is made for an administrationorder, or any winding-up or administrationorder is made against it;
17.2.10 is subject to anyprocedure for the taking control of its goods that is not withdrawn ordischarged within [seven]days of that procedure beingcommenced;
17.2.11 has a freezing order madeagainst it;
17.2.12 is subject to any recoveryor attempted recovery of items supplied to it by a ResiCentral retaining titlein those items;
17.2.13 is subject to any eventsor circumstances analogous to those in clauses 17.2.1to 17.2.12in anyjurisdiction; OR
17.2.14 1takes any steps inanticipation of, or has no realistic prospect of avoiding, any of the events orprocedures described in clauses 17.2.1to 17.2.13 includingfor the avoidance of doubt, but not limited to, giving notice for the conveningof any meeting of creditors, issuing an application atcourt or filing any notice at court, receiving any demand for repayment oflending facilities, or passing any board resolution authorising anysteps to be taken to enter into an insolvency process.
17.3 ResiCentral may terminate the Contract at any time by giving not lessthan four weeks’ Notice in writing to the Customer if the Customer undergoes achange of Control or if it is realistically anticipated that it shall undergo achange of Control within two months.
17.4 The right of ResiCentral to terminate the Contract pursuant toclause 18.2 shall not apply to the extent that the relevant procedure isentered into for the purpose of amalgamation, reconstruction or merger (whereapplicable) where the amalgamated, reconstructed or merged party agrees toadhere to the Contract.
17.5 If the Customer becomes aware that any event has occurred, orcircumstances exist, which may entitle ResiCentral to terminate the Contractunder this clause 17,it shall immediately notify ResiCentral in writing.
17.6 Termination or expiry of the Contract shall not affect any accruedrights and liabilities of ResiCentral at any time up to the date oftermination.
18. Notices
18.1 Any notice or other communication given by a party under theseConditions shall:
18.1.1 be in writing and inEnglish;
18.1.2 be signed by, or on behalfof, the party giving it (except for notices sent by email); and
18.1.3 be sent to the relevantparty at the address set out in the Contract
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of asignature at the time of delivery;
18.2.2 by Royal Mail Recorded SignedFor post: at 9.00 am on the second Business Day after posting; OR
18.2.3 by email on receipt of adelivery receipt email from the correct address.
18.3 Any change to the contact details of a party as set out in the Contractshall be notified to the other party in accordance with clause 18.1and shall beeffective:
18.3.1 on the date specified inthe notice as being the date of such change; or
18.3.2 if no date is so specified,five Business Days after the notice is deemed to be received.
18.4 All references to time are to the local time at the place of deemedreceipt.
18.5 This clause does not apply to notices given in legal proceedings orarbitration.
19. Cumulative Remedies
The rights and remedies provided in the Contract for ResiCentral onlyare cumulative and not exclusive of any rights and remedies provided by law.
20. Time
Unless stated otherwise, time is of the essence for any date or periodspecified in the Contract in relation to the Customer’s obligations only.
21. Further Assurance
The Customer shall at the request of ResiCentral, and at the Customer’s owncost, do all acts and execute all documents which are necessary to give fulleffect to the Contract.
22. Entire Agreement
22.1 The parties agree that the Contract and any documents entered intopursuant to it constitutes the entire agreement between them and supersedes allprevious agreements, understandings and arrangements between them, whether inwriting or oral in respect of its subject matter.
22.2 Each party acknowledges that it has not entered into the Contract orany documents entered into pursuant to it in reliance on, and shall have noremedies in respect of, any representation or warranty that is not expresslyset out in the Contract or any documents entered into pursuant to it. No partyshall have any claim for innocent or negligent misrepresentation on the basisof any statement in the Contract.
22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
23. Variation
No variation of the Contract shall be valid or effective unless it is inwriting, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
24. Assignment
Neither party may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without prior written consent of the other party not to be unreasonably withheld.
25. Set Off
25.1 ResiCentral shall be entitled to set-off under the Contract anyliability which it has or any sums which it owes to the Customer under theContract or under any other contract which ResiCentral has with the Customer
26. No partnership or agency
The parties are independent persons and are not partners,principal and agentor employer and employee and the Contract does not establish any joint venture,trust, fiduciary or other relationship between them, other than the contractualrelationship expressly provided for in it.None of the parties shall have, norshall represent that they have, any authority to make any commitments on theother party’s behalf.
27. Equitable Relief
The Customer recognises that any breach or threatened breach of the Contractmay cause ResiCentral irreparable harm for which damages may not be anadequate remedy. Accordingly,in addition to any other remedies and damagesavailable to ResiCentral, the Customer acknowledges and agrees that ResiCentral is entitled to the remedies of specific performance,injunction and other equitable relief without proof of special damages.
28. Severance
28.1 If any provision of the Contract (or part of any provision) is orbecomes illegal, invalid or unenforceable, the legality,validity andenforceability of any other provision of the Contract shall not be affected.
28.2 If any provision of the Contract (or part of any provision) is orbecomes illegal, invalid or unenforceable but would be legal,valid andenforceable if some part of it was deleted or modified, the provision orpart-provision in question shall apply with the minimum such deletions ormodifications as may be necessary to make the provision legal, valid andenforceable. In the event of such deletion or modification, the parties shallnegotiate in good faith in order to agree the terms of a mutually acceptablealternative provision.
29. Waiver
29.1 No failure, delay or omission by ResiCentral in exercising any right,power or remedy provided by law or under the Contract shall operate as a waiverof that right, power or remedy, nor shall it preclude or restrict any futureexercise of that or any other right, power or remedy.
29.2 No single or partial exercise of any right, power or remedy provided bylaw or under the Contract by ResiCentral shall prevent any future exercise ofit or the exercise of any other right, power or remedy by ResiCentral.
29.3 A waiver of any term, provision, condition or breach of the Contract bythe ResiCentral shall only be effective if given in writing and signed by ResiCentral, and then only in the instance and for the purpose for whichit is given.
30. Compliance with Law
The Customer shall comply with Applicable Law and shall maintain suchlicences, authorisations and all other approvals, permits and authorities asare required from time to time to perform its obligations under or inconnection with the Contract.
31. Conflicts with Contract
If there is a conflict between the terms contained in the Conditions and theterms of the Order, schedules, appendices or annexes to the Contract, the termsof the Conditions and of Part B and Part C of the schedule shall prevailto the extent of the conflict.
32. Costs and Expenses
The Customer shall pay its own costs and expenses incurred in connectionwith the negotiation, preparation, signature and performance of the Contract(and any documents referred to in it).
33. Third party rights
33.1 Except as expressly provided for in clause 33.2, a person who is not aparty to the Contract shall not have any rights under the Contracts (Rights ofThird Parties) Act1999 to enforce any of the provisions of the Contract.
33.2 Any Affiliate of ResiCentral shall be entitled under the Contracts (Rightsof Third Parties) Act1999 to enforce any of the provisions of the Contract. Theconsent of any such Affiliate is not required in order to rescind or vary theContract or any provision of it.