Conditions of Sale
Advanced Process Solution Limited
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract between Advanced Process Solutions and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Advanced Process Solutions.
Delivery Location: has the meaning set out in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 15.1.1.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or the Customer's written or verbal acceptance of Advanced Process Solutions' quotation, or overleaf, as the case may be.
Services: the installation, commissioning, servicing of machines or re-conditioning services, supplied by Advanced Process Solutions to the Customer as set out in the Specification.
Specification: any specification for the Goods or Services, including any relevant plans or drawings, that is agreed in writing by the customer and Advanced Process Solutions.
Advanced Process Solutions: Advanced Process Solutions registered in England and Wales with company number 05399230.
Advanced Process Solutions Materials: has the meaning set out in clause 8.1.7.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 A reference to writing or written includes faxes and e-mails.
2 BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Advanced Process Solutions issues written acceptance of the Order or, if earlier when Advanced Process Solutions commences the provision of the Services or Goods at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Advanced Process Solutions which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Advanced Process Solutions and any descriptions of the Goods or illustrations or descriptions of the Services contained in Advanced Process Solutions' catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by Advanced Process Solutions shall not constitute an offer, and is only valid for a period of one calendar month from its date of issue unless otherwise agreed in writing by Advanced Process Solutions.
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance or offer, invoice or other document or information issued by Advanced Process Solutions shall be subject to correction without liability on the part of Advanced Process Solutions.
2.8 Advanced Process Solutions reserves the right to make changes to the Specification which are required to conform with any applicable statutory or EC requirements, or where the Goods are to be supplied to the Customer's specification, which do not materially affect their quality or performance.
Advanced Process Solutions reserves the right to charge for any amendments.
2.9 No order which has been accepted by Advanced Process Solutions may be cancelled by a customer except with the agreement in writing of Advanced Process Solutions or on the terms that the customer shall indemnify Advanced Process Solutions in full against all loss (including without prejudice to the generality of the foregoing) loss of profit, costs (including cost of all labour and materials used), damages, charges and expenses incurred by Advanced Process Solutions as a result of the cancellation.
2.10 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in Advanced Process Solutions' catalogue as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Advanced Process Solutions against
all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other
professional costs and expenses) suffered or incurred by Advanced Process Solutions in connection with any claim made against Advanced Process Solutions for actual or alleged
infringement of a third party's intellectual property rights arising out of or in connection with Advanced Process Solutions' use of the Specification. This clause 3.2 shall survive
termination of the Contract.
3.3 Advanced Process Solutions reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4 DELIVERY OF GOODS
4.1 Advanced Process Solutions shall ensure that:
4.1.1 Each delivery of the Goods (including spare goods) is accompanied by a delivery note; and
4.1.2 If Advanced Process Solutions requires the Customer to return any packaging material to Advanced Process Solutions, that fact is clearly stated on the delivery note. The Customer
shall make any such packaging materials available for collection at such times as Advanced Process Solutions shall reasonably request.
Returns of packaging materials shall be at Advanced Process Solutions' expense.
4.2 Advanced Process Solutions shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Advanced
Process Solutions notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Advanced Process Solutions shall not be liable for any delay in
delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Advanced Process Solutions with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
4.5 If Advanced Process Solutions fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar
description and quality in the cheapest market available, less the price of the Goods. Advanced Process Solutions shall have no liability for any failure to deliver the Goods to the extent
that such failure is caused by a Force Majeure Event the Customer's failure to provide Advanced Process Solutions with adequate delivery instructions for the Goods or any relevant
instruction related to the supply of the Goods.
4.6 If the Customer fails to accept or take delivery of the Goods within
a) Five Business Days for Advanced Process Solutions manufactured goods; or
b) One business day for goods imported by Advanced Process Solutions of Advanced Process Solutions having notified the Customer that the Goods are ready, then except where such
failure or delay is caused by a Force Majeure Event or by Advanced Process Solutions' failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth or first
Business Day (as the case may be) following the day on which Advanced Process Solutions notified the
Customer that the Goods were ready; and
4.6.2 Advanced Process Solutions shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If a) six Business Days in the case of Advanced Process Solutions manufactured goods; or
b) two Business Days in the case of goods imported by Advanced Process Solutions after Advanced Process Solutions notified the Customer that the Goods were ready for delivery the
Customer has not accepted or taken delivery of them, Advanced Process Solutions may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage
and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods taking into account any sums
already paid by the customer to Advanced Process Solutions under the Contract.
4.8 Advanced Process Solutions may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay
in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5 QUALITY OF GOODS
5.1 Where Advanced Process Solutions is not the manufacturer of the Goods, Advanced Process Solutions shall endeavour to transfer to the Customer the benefit of any warranty or
guarantee given to Advanced Process Solutions.
5.2 Any re-conditioned Goods sold by Advanced Process Solutions are sold without warranty unless otherwise agreed by Advanced Process Solutions in writing.
5.3 Subject to clauses 5.1 and 5.2, Advanced Process Solutions warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
5.3.1 Conform in all material respects with their description and any applicable Specification;
5.3.2 be free from material defects in design, material and workmanship.
5.4 Subject to clause 5.5, if:
5.4.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in
clauses 5.1 or 5.3;
5.4.2 Advanced Process Solutions is given a reasonable opportunity of examining such Goods; and
5.4.3 The Customer (if asked to do so by Advanced Process Solutions) returns such Goods to Advanced Process Solutions' place of business at the Supplier's cost,
Advanced Process Solutions shall, at its option, repair or replace the defective Goods, refund the price or issue a credit note for the defective Goods in full.
5.5 Advanced Process Solutions shall not be liable for the Goods' failure to comply with the warranty in clause 5.3 if:
5.5.1 The Customer makes any further use of such Goods after giving a notice in accordance with clause 5.4;
5.5.2 The defect arises because the Customer failed to follow Advanced Process Solutions' oral or written instructions as to the storage, installation, commissioning, use or maintenance
of the Goods or (if there are none) good trade practice;
5.5.3 The defect arises as a result of Advanced Process Solutions following any drawing, design or
Specification supplied by the Customer;
5.5.4 The Customer alters or repairs such Goods without the written consent of Advanced Process Solutions;
5.5.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.5.6 The Goods differ from their description or (if applicable) the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
5.5.7 The defect arises as a result of faulty, defective or poor installation of the Goods by a third party;
5.5.8 The defect arises as a result of incomplete, inaccurate or defective information or instructions provided by the Customer;
5.5.9 The Customer has not paid for the Goods.
5.5.10 the Goods are sold as reconditioned Goods in accordance with clause 5.2.
5.6 Except as provided in this clause 5, Advanced Process Solutions shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause
5.7 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by Advanced Process Solutions under clause 5.4.
6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until Advanced Process Solutions has received payment in full (in cash or cleared funds) for:
6.2.1 The Goods; and
6.2.2 Any other goods that Advanced Process Solutions has supplied to the Customer.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 Hold the Goods on a fiduciary basis as Advanced Process Solutions' bailee;
6.3.2 Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Advanced Process Solutions' property;
6.3.3 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Advanced Process Solutions' behalf from the date of delivery;
6.3.5 Notify Advanced Process Solutions immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.12; and 6.3.6 give Advanced Process Solutions
such information relating to the Goods as Advanced Process Solutions may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.12, or Advanced Process Solutions
reasonably believes that any such event is about to happen and notifies the Customer accordingly, then,
6.4.1 provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Advanced Process Solutions may have,
Advanced Process Solutions may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them; or
6.4.2 without limiting any other right of remedy Advanced Process Solutions may have, Advanced Process Solutions may at any time require the Customer to cease using the goods
and, if the customer fails to do so promptly, enter any premises of the Customer or of any third party where the goods are stored in order to disable them.
7 SUPPLY OF SERVICES
7.1 Advanced Process Solutions shall provide the Services to the Customer in accordance with the
Specification in all material respects.
7.2 Advanced Process Solutions shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only
and time shall not be of the essence for the performance of the Services.
7.3 Advanced Process Solutions shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not
materially affect the nature or quality of the Services, and Advanced Process Solutions shall notify the Customer in any such event.
7.4 Advanced Process Solutions warrants to the Customer that the Services will be provided using reasonable care and skill.
8 CUSTOMER'S OBLIGATIONS
8.1 The Customer shall:
8.1.1 Ensure that the terms of the Order and (if submitted by the Customer) the Specification are complete and accurate;
8.1.2 Co-operate with Advanced Process Solutions in all matters relating to the Services;
8.1.3 provide Advanced Process Solutions, its employees, agents, consultants and subcontractors, with access to the Customer's premises, works, office accommodation and other
facilities as reasonably required by Advanced Process Solutions to provide the Services;
8.1.4 provide Advanced Process Solutions with such information and materials as Advanced Process Solutions may reasonably require to supply the Services, and ensure that such
information is accurate in all material respects; 8.1.5 prepare the Customer's premises for the supply of the Services;
8.1.6 Obtain and maintain all necessary licences, permissions and consents which may be required for the
Services before the date on which the Services are to start;
8.1.7 Keep and maintain all materials, equipment, documents and other property of Advanced Process Solutions
(Advanced Process Solutions Materials) at the Customer's premises in safe custody at its own risk, maintain
Advanced Process Solutions Materials in good condition until returned to Advanced Process Solutions, and not dispose of or use Advanced Process Solutions Materials other than in
accordance with Advanced Process Solutions' written instructions or authorisation. For the avoidance of doubt, all Advanced Process Solutions Materials are the exclusive property of
Advanced Process Solutions.
8.1.8 Not make any alteration to the premises, including the use of the same, between the date of the quotation and the date of the provision of the Services;
8.1.9 Provide Advanced Process Solutions with the use of the Customer's power and lighting supply, free of charge;
8.1.10 provide Advanced Process Solutions with all health and safety information or procedures from time to time in force at the Customer's premises; and
8.1.11 provide Advanced Process Solutions with a safe working environment at the Customer’s premises at all times.
8.1.12 permit Advanced Process Solutions to have access to the Customer's premises for a reasonable period of time to enable the services to be performed.
8.2 If Advanced Process Solutions' performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (Customer Default):
8.2.1 Advanced Process Solutions shall without limiting its other rights or remedies have the right to suspend performance of the Services or delivery of any of the Goods until the
Customer remedies the
Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Advanced
Process Solutions' performance of any of its obligations;
8.2.2 Advanced Process Solutions shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Advanced Process Solutions' failure
or delay to perform any of its obligations as set out in this clause 8.2; and 8.2.3 the Customer shall reimburse Advanced Process Solutions on written demand for any costs or losses
sustained or incurred by Advanced Process Solutions arising directly or indirectly from the Customer Default.
9 CHARGES AND PAYMENT
9.1 The price for Goods and Services shall be the price set out in the quotation. The price of the Goods is exclusive of all costs and charges of packaging, postage, insurance, transport
of the Goods, which shall be paid by the Customer when it pays for the Goods unless Advanced Process Solutions expressly agrees otherwise in writing.
9.2 Advanced Process Solutions reserves the right to increase the price of the Goods or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in
the cost of the Goods or
Services to Advanced Process Solutions that is due to:
9.2.1 any factor beyond the control of Advanced Process Solutions (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, shipping
costs and other manufacturing costs);
9.2.2 Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
9.2.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Advanced Process Solutions adequate or accurate information or
instructions in respect of the Goods.
9.3 In respect of the Goods and Services, Advanced Process Solutions shall be entitled to invoice and interim invoice the Customer at any time after acceptance of the Order.
9.4 The Customer shall pay each invoice submitted by Advanced Process Solutions:
9.4.1 Within 30 days of the date of the invoice unless specifically specified or agreed otherwise by Advanced Process Solutions in writing; and
9.4.2 In full and in cleared funds to a bank account nominated in writing by Advanced Process Solutions, and time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for
VAT purposes is made under the Contract by Advanced Process Solutions to the Customer, the Customer shall, on receipt of a valid VAT invoice from Advanced Process Solutions,
pay to Advanced Process Solutions such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the
supply of the Services or Goods.
9.6 Without limiting any other right or remedy of Advanced Process Solutions, if the Customer fails to make any payment due to Advanced Process Solutions under the Contract by the
due date for payment (Due Date),
Advanced Process Solutions shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Bank of England's base rate accruing
on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
9.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert
any credit, set-off or counterclaim against Advanced Process Solutions in order to justify withholding payment of any such amount in whole or in part. Advanced Process Solutions
may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Advanced Process Solutions to the Customer.
10 INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by Advanced Process Solutions.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods and/or Services, the Customer's use of any such Intellectual Property Rights
is conditional on Advanced Process Solutions obtaining a written licence from the relevant licensor on such terms as will entitle Advanced Process Solutions to license such rights to
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature
and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the
Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such
of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees,
agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
This clause 11 shall survive termination of the Contract.
12 LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude Advanced Process Solutions' liability for:
12.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 Fraud or fraudulent misrepresentation;
12.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.5 Defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 Advanced Process Solutions shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and
12.2.2 Advanced Process Solutions' total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods and/or Services.
12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the
12.4 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1 The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 15 days after receipt of
notice in writing of the breach;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is
deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable
prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise
or arrangement with its creditors other than (where company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party;
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the
sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5 The other party (being an individual) is the subject of a bankruptcy petition or order;
13.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against,
the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator
is appointed over the other party (being a company);
13.1.8 A floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events
mentioned in clause 13.1.2 to clause 13.1.9 (inclusive);
13.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
13.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under
any mental health legislation.
13.2 Without limiting its other rights or remedies, Advanced Process Solutions shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract
or any other contract between the Customer and Advanced Process Solutions if:
13.2.1 The Customer fails to make pay any amount due under this Contract on the due date for payment; or
13.2.2 the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.9, or Advanced Process Solutions reasonably believes that the Customer is about to
become subject to any of them.
14 CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract for any reason:
14.1.1 the Customer shall immediately pay to Advanced Process Solutions all of Advanced Process Solutions' outstanding unpaid invoices and interest and, in respect of Services
supplied but for which no invoice has yet been submitted, Advanced Process Solutions shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.1.2 The Customer shall return all of Advanced Process Solutions Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Advanced
Process Solutions may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and
will not use them for any purpose not connected with this Contract;
14.1.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed
at or before the date of termination or expiry; and
14.1.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 Force majeure:
15.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Advanced Process Solutions including but not limited to strikes, lockouts
or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, port closure, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or subcontractors.
15.1.2 Advanced Process Solutions shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure
15.1.3 If the Force Majeure Event prevents Advanced Process Solutions from providing any of the Services and/or Goods for more than 24 weeks, Advanced Process Solutions shall,
without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15.2 Assignment and subcontracting:
15.2.1 Advanced Process Solutions may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract
or delegate in any manner any or all of its obligations under the Contract to any third party.
15.2.2 The Customer shall not, without the prior written consent of Advanced Process Solutions, assign, transfer, charge, subcontract or deal in any other manner with all or any of its
rights or obligations under the Contract.
15.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally
or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax
to the other party's main fax number.
15.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded
delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by
fax, on the next Business Day after transmission.
15.3.3 This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and
for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
15.4 Waiver and cumulative remedies:
15.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a
party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single
or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
15.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision
shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the
Contract shall not be affected.
15.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any
party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
15.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed
in writing and signed by Advanced Process Solutions.
15.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes
or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.