1.1. In these Terms:
"Wessex" means Wessex International (company registered number 4791610);
"Contract" means the contract for the sale or, as appropriate, loan of the Goods which consists of the Terms and a quotation issued by Wessex (if accepted by the Customer) or an order issued by the Customer (if accepted by Wessex);
"Customer" means the person who accepts Wessex’s written quotation for the sale or loan of the Goods or whose Written order for the purchase or loan of the Goods is accepted by Wessex;
"Goods" means the goods (including any installment of the goods or any parts for them), which Wessex is to supply in accordance with these Terms;
"Loan Period" means the period of loan set out in clause 9;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and all similar or equivalent rights which subsist or will subsist now or in the future in any part of the world.;
"Terms" means these standard terms and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and Wessex;
"Trade Marks" means the registered and unregistered trademarks owned by Wessex and applied to the goods.
"Writing" (and any similar expression) includes facsimile transmission and comparable means of communication, but not electronic mail.
1.2. A reference in these Terms to a provision of a particular law shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Terms are for convenience only and shall not affect their interpretation.
2. Sale of Goods
2. Basis of the sale
2.1. Wessex shall sell and the Customer shall purchase the Goods in accordance with Wessex’s written quotation (if accepted by the Customer), or the Customer’s Written order (if accepted by Wessex), subject in either case to the Terms, which shall govern the Contract to the exclusion of any other terms.
2.2. Each order or acceptance of Wessex’s written quotation by the Customer shall be deemed an offer to buy Goods subject to these Terms.
2.3. No variation to these Terms shall be binding unless agreed in Writing between the authorized representatives of the Customer and Wessex.
2.4. No terms or conditions endorsed on, delivered with or contained in the Customer’s order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.5. Any advice or recommendation given by Wessex or its employees or agents to the Customer or its employees or agents as to the application or use of the Goods which is not confirmed in Writing by Wessex is followed or acted upon entirely at the Customer’s own risk, and accordingly Wessex shall not be liable for any such advice or recommendation which is not so confirmed.
2.6. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Wessex shall be subject to correction by Wessex without any liability on the part of Wessex.
2.7. All descriptive specifications, drawings and particulars of performance and dimensions are approximate only and the descriptions and illustrations contained in catalogues, price lists, websites and other advertising materials are intended merely to present a general idea of the goods described therein and none of these shall form part of the Contract and this is not a sale by sample.
3. Orders and specifications
3.1. No order submitted by the Customer shall be deemed to be accepted by Wessex unless and until confirmed in Writing by Wessex’s authorized representative.
3.2. The Customer shall be responsible to Wessex for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving Wessex any necessary information relating to the Goods within a sufficient time to enable Wessex to perform the Contract in accordance with its terms.
3.3. The quantity, quality and description of the Goods and any specification for them shall be as set out in Wessex’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by Wessex).
3.4. Wessex reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable legal requirements or, where the Goods are to be supplied to Wessex’s specification, which do not materially affect their quality or performance.
3.5. No order, which has been accepted by Wessex, may be cancelled by the Customer except with the agreement in Writing of Wessex and on terms that the Customer shall indemnify Wessex in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Wessex as a result of cancellation.
3.6. The Customer shall be responsible for complying with any legal requirements governing the importation of the Goods into the country of destination and for the payment of any duties on them.
4. Price of the goods
4.1. The price of the Goods shall be Wessex’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Wessex’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, Wessex’s published export price list shall apply. All prices quoted are valid for 30 days from the date of the quotation only or until earlier acceptance by the Customer, after which time they may be altered by Wessex without giving notice to the Customer.
4.2. Wessex reserves the right, by giving Written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Wessex which is due to any factor beyond the control of Wessex (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Wessex adequate information or instructions).
4.3. Except as otherwise stated in Wessex’s written quotation or in any price list of Wessex, and unless otherwise agreed in Writing between the Customer and Wessex, all prices are given by Wessex on an ex works basis, and where Wessex agrees to deliver the Goods otherwise than at Wessex’s premises, the Customer shall be liable to pay Wessex’s charges, including, without limitation, in respect of charges for transport, packaging and insurance.
4.4. The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Wessex.
4.5. The cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Goods, but full credit will be given to the Customer provided they are returned undamaged to Wessex before the due payment date.
5. Terms of payment
5.1. Subject to any special terms agreed in Writing between the Customer and Wessex, Wessex may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Wessex shall be entitled to invoice the Customer for the price at any time after Wessex has notified the Customer that the Goods are ready for collection or (as the case may be) Wessex has tendered delivery of the Goods.
5.2. The Customer shall pay the price of the Goods within 30 days of the date of Wessex’s invoice, and Wessex shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3. If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to Wessex, Wessex may:
5.3.1 cancel the Contract or suspend any further deliveries to the Customer;
5.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and Wessex) as Wessex may think fit (notwithstanding any purported appropriation by the Customer); and
5.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above National Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1. Delivery of the Goods shall be made by the Customer collecting the Goods at Wessex’s premises at any time after Wessex has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Wessex, by Wessex delivering the Goods to that place. Wessex shall select a carrier and the costs of delivery shall be added to the invoice and paid by the Customer.
6.2. Any dates quoted for delivery of the Goods are approximate only and Wessex shall not be liable for any delay in delivery of the Goods however caused. Such delay shall not enable the Customer to terminate the Contract. Time for delivery shall not be of the essence of the Contract and shall not be made of the essence by notice. The Goods may be delivered by Wessex in advance of the quoted delivery date on giving reasonable notice to the Customer.
6.3. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and each separate installment shall be subject to and paid for in accordance with the Terms. Failure by Wessex to deliver any one or more of the installments in accordance with these Terms or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4. If Wessex fails to deliver the Goods (or any installment) for any reason other than any cause beyond Wessex’s reasonable control or the Customer’s fault, and Wessex is accordingly liable to the Customer, Wessex’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5. If the Customer fails to take delivery of the Goods or fails to give Wessex adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Wessex’s fault) then, without limiting any other right or remedy available to Wessex, Wessex may:
6.5.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6.6. If a place for delivery other than Wessex’s premises is agreed by Wessex, the Customer shall provide at such delivery point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods. Unloading of the Goods shall be at the Customer's risk.
7. Risk and ownership
7.1. Risk of damage to or loss of the Goods shall pass to the Customer:
7.1.1 in the case of Goods to be delivered at Wessex’s premises, at the time when Wessex notifies the Customer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at Wessex’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Wessex has tendered delivery of the Goods.
7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Terms, the ownership of the Goods shall not pass to the Customer until Wessex has received in cash or cleared funds payment in full of the price of the Goods and all other sums which are or which become due to Wessex from the Customer on any account.
7.3. Until such time as the ownership of the Goods passes to the Customer, the Customer shall hold the Goods as Wessex’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Wessex’s property (at no cost to Wessex), but the Customer may resell or use the Goods in the ordinary course of its business.
7.4. Until such time as the ownership of the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Wessex may at any time require the Customer to deliver up the Goods to Wessex and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain owned by Wessex, but if the Customer does so all moneys owing by the Customer to Wessex shall (without limiting any other right or remedy of Wessex) forthwith become due and payable.
8. Basis of the Loan
8.1. Wessex shall loan the Goods to the Customer subject to the following provisions.
9. Loan Period
9.1 The Loan Period will commence on the date that the Customer takes delivery of the Goods and shall continue for the period stated in a Written quotation issued by Wessex (if accepted by the Customer) or a Written order issued by the Customer (if accepted by Wessex), unless the Contract is terminated earlier in accordance with these Terms.
10. Delivery of loaned Goods
10.1. Delivery of the Goods shall be made by the Customer collecting the Goods at Wessex’s premises at any time after Wessex has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Wessex, by Wessex delivering the Goods to that place. Wessex shall select a carrier and the costs of delivery shall be added to the invoice and paid by the Customer.
10.2. Any dates quoted for delivery of the Goods are approximate only and Wessex shall not be liable for any delay in delivery of the Goods however caused. Such delay shall not enable the Customer to terminate the Contract. Time for delivery shall not be of the essence of the Contract and shall not be made of the essence by notice. The Goods may be delivered by Wessex in advance of the quoted delivery date on giving reasonable notice to the Customer.
10.3. If a place for delivery other than Wessex’s premises is agreed by Wessex, the Customer shall provide at such delivery point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods. Unloading of the Goods shall be at the Customer's risk.
11. Title, Risk and Insurance of loaned Goods
11.1. The Goods shall at all times remain the property of Wessex, and the Customer shall have no right, title or interest in them (save the right to possession and use of the Goods subject to the Terms) except where the Customer purchases the Goods pursuant to the Purchase Option in clause 13.
11.2. The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on delivery. The Goods shall remain at the sole risk of the Customer during the Loan Period and until such time as the Goods are redelivered to Wessex. Until such time as the Goods are redelivered to Wessex, the Customer shall, at its own expense, obtain and maintain the following insurances:
11.3. insurance of the Goods to a value not less than their full replacement value in respect of all usual risks of loss, damage or destruction, including as a result of fire, theft or accident, and such other risks as Wessex may from time to time nominate in writing;
11.4. insurance for such amounts as a prudent owner or operator of the Goods would insure for, or such amount as Wessex may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Goods; and
11.5. insurance against such other or further risks relating to the Goods as may be required by law, together with such other insurance as Wessex may from time to time consider reasonably necessary and advise to the Customer.
11.6. All insurance policies procured by the Customer shall, at Wessex's request, name Wessex on the policies as a loss payee in relation to any claim relating to the Goods. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
11.7. The Customer shall give immediate written notice to Wessex in the event of any loss, accident or damage to the Goods or arising out of or in connection with the Customer's possession or use of the Goods.
11.8. If the Customer fails to effect or maintain any of the insurances required under the Contract, Wessex shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
11.9. The Customer shall, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Wessex and proof of premium payment to Wessex to confirm the insurance arrangements.
12. Customer's Responsibilities
12.1. The Customer shall during the Loan Period:
12.2. ensure that the Goods are kept in a suitable environment and used only for such purposes as may be authorised by Wessex;
12.3. not make any alteration to the Goods or remove any existing component(s) from the Goods without the prior written consent of Wessex.
12.4. keep the Goods at all times at the Site and shall not move or attempt to move any part of the Goods to any other location without Wessex's prior written consent;
12.5. permit Wessex or its duly authorised representatives to inspect the Goods and shall grant reasonable access to the Site or any premises at which the Goods may be located for such inspection;
12.6. not, without the prior written consent of Wessex, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
12.7. not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Wessex in the Goods;
12.8. not permit the Goods to be confiscated, seized or taken out of its possession or control of the Customer under any distress, execution or other legal process;
12.9. not use the Goods for any unlawful purpose;
12.10. ensure that at all times the Goods remain identifiable as being Wessex's property and wherever possible shall ensure that a visible sign to that effect is attached to the Goods;
12.11. deliver up the Goods at the end of the Loan Period or on earlier termination of the Contract at such address as Wessex requires, or if necessary allow Wessex or its representatives access to the Site or any premises where the Goods are located for the purpose of removing the Goods; and
12.12. not do or permit to be done anything which could invalidate the insurances referred to in clause 12.
12.13. The Customer acknowledges that Wessex shall not be responsible for any loss of or damage to the Goods arising out of or in connection with any negligence, misuse, mishandling of the Goods or otherwise caused by the Customer or its employees, agents or contractors, and the Customer undertakes to indemnify Wessex against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the Terms.
13. Purchase Option
13.1. The Customer shall, subject to clause 13.2, have the option, exercisable by not less than twenty days' written notice to Wessex, to purchase the Goods on the last business day of the Loan Period by the Customer paying the Purchase Option Price to Wessex.
13.2. The Purchase Option may be exercised only if all amounts due to Wessex up to the date of exercise of the Purchase Option have been paid in full by the Customer.
13.3. Upon completion of the purchase of the Goods under this clause 13, title to the Goods shall transfer to the Customer. The Goods shall transfer to the Customer in the condition and at the location in which they are found on the date of transfer. General terms applicable to the sale and loan of Goods
14. Intellectual Property Rights
14.1. Wessex hereby grants to the Customer a non-exclusive licence to use the Trade Marks on or in relation to the Goods for the term of this agreement (the "Trade Mark Licence").
14.2. The Customer shall use the Trade Marks only in accordance with the specifications laid down, directions given, and information supplied by Wessex or by its authorised representatives from time to time.
14.3. The Trade Mark Licence is personal to the Customer and the Customer may neither assign it nor grant any sub- licences of the rights licensed to it. Wessex may assign the Trade Mark Licence.
14.4. The Trade Mark Licence shall terminate concurrently with these Terms.
14.5. The Customer shall be permitted to use such other of Wessex's Intellectual Property Rights in connection with the Goods and on such terms as may be agreed between the parties from time to time. For the avoidance of doubt, the Customer acquires no automatic rights to use Wessex's Intellectual Property Rights which shall be and remain the exclusive property of Wessex at all times.
14.6. The Customer will not by virtue of the Trade Mark Licence, obtain or claim any right, title or interest in or to the Trade Marks except the rights of use that are specifically set out in these Terms and it acknowledges and agrees that the benefit including goodwill of all this use will at all times enure to Wessex.
14.7. The Customer undertakes:
14.7.1. to use the Trade Marks in relation only to the Goods as supplied by Wessex;
14.7.2. to permit Wessex or its authorised representative at all reasonable times to enter the Licensee’s premises for the purpose of inspecting the Goods to which the Trade Marks have been applied;
14.7.3. to use the Trade Marks without alteration or modification and only in such manner and with such acknowledgement of proprietorship as shall from time to time be stipulated by Wessex;
14.7.4. not to apply any other Trade Mark to the Goods (save as may be expressly agreed otherwise) nor any other matter in writing liable to injure the reputation or distinctiveness of the Trade Marks and;
14.7.5. to submit to Wessex or its authorised representative for approval samples of all labels, advertising or other promotional or publicity material bearing any representation of the Trade Marks and intended to be used in relation to the Goods or the business in the Goods. Such approval will be at Wessex's absolute discretion.
14.7.6. to keep confidential all information imparted to it by Wessex (save insofar as the same may be in, or come into, the public domain other than by the fault of the Customer) and not to use or disclose the same other than for the purpose of these Terms;
14.8. The Customer will not at any time, whether during or after termination of these Terms use the Trade Marks as part of any corporate business or trading name, domain name or style of the Customer without the prior written approval of Wessex.
14.9. The Customer acknowledges that any rights granted by Wessex to use or exploit any of Wessex’s Intellectual Property Rights will terminate immediately upon the termination of these Terms for any reason.
14.10. If the Customer detects or suspects any infringement or threatened infringement of the Trade Marks or of any third party allegation that the Trade Marks are liable to cause deception or confusion to the public, the Customer will immediately notify Wessex giving all details within its knowledge. Wessex will have conduct of all proceedings in relation to the Trade Marks.
14.11. The Customer hereby agrees that upon any amendment or termination of these Terms the Customer will execute any documents that Wessex may require in relation to the Trade Marks.
14.12. The Customer shall not later than one month after the date of termination of these Terms remove the Trade Marks from all materials used in connection with the Goods in the possession, custody or control of the Customer.
15.1. Wessex may, without prejudice to any other right or remedy which may be available to it, terminate the Contract in respect of any Goods to be sold or loaned to the Customer immediately on written notice if the Customer commits a material breach of any of the Terms which is irremediable or, if remediable is not remedied within 10 business days of a written notice from Wessex to do so.
15.2. Wessex may terminate the Contract in respect of Goods supplied on loan to the Customer on giving 10 days written notice to the Customer.
16. Warranties and liability
16.1. The Goods are subject to Wessex’s standard warranty policy and procedure in force from time to time.
16.2. Subject as expressly provided in these Terms, and except where the Goods are sold or loaned to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
16.3. Where the Goods are sold under a consumer transaction (as defined by the Unfair Terms in Consumer Contracts Regulations 1999) the statutory rights of the Customer are not affected by these Terms.
16.4. A claim by the Customer which is based on any shortage in quantity, defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or no delivery is refused by the Customer) be notified to Wessex within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Wessex accordingly, the Customer shall not be entitled to reject the Goods and Wessex shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
16.5. Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to Wessex in accordance with these Terms, Wessex may replace the Goods (or the part in question) free of charge or, at Wessex’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), in which case Wessex shall have no further liability to the Customer.
16.6. Except in respect of death or personal injury caused by Wessex’s negligence, or liability for defective products under the Consumer Protection Act 1987, Wessex shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage or pure economic loss, costs, charges, expenses or other claims for compensation whatsoever (whether caused by the negligence of Wessex, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer, and the entire liability of Wessex in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall not exceed the price paid for the Goods.
16.7. Wessex shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Wessex’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Wessex’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond Wessex’s reasonable control:
16.7.1. Act of God, explosion, flood, tempest, fire or accident;
16.7.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
16.7.3. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
16.7.4. import or export regulations or embargoes;
16.7.5. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Wessex or of a third party);
16.7.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
16.7.7. power failure or breakdown in plant or machinery;
16.7.8. default of suppliers or subcontractors;
16.7.9. failure of a utility service or transport network.
17.1. Returned Goods accepted for credit or exchange are subject to a 20% handling charge to cover Wessex’s costs of testing and re-packaging. A re-conditioning cost, if necessary, will be charged extra. Wessex reserves the right to issue a credit on returned goods at purchase price or current price whichever is lower.
17.2. Returned goods must be current issue of catalogued items in current packaging. Goods ordered specially by the Customer may not be returned for credit.
18.1. If a claim is made against the Customer that the Goods infringe or that their use or resale infringes the Intellectual Property Rights of any other person, then unless the claim arises from the use of a drawing, design or specification supplied by the Customer, Wessex shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:
18.1.1. Wessex is given full control of any proceedings or negotiations in connection with the claim;
18.1.2. the Customer shall give Wessex all reasonable assistance for the purposes of any such proceedings or negotiations;
18.1.3. except pursuant to a final award, the Customer shall not pay or accept the claim, or compromise any such proceedings without the consent of Wessex (which shall not be unreasonably withheld);
18.1.4. the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavors to do);
18.1.5. Wessex shall be entitled to the benefit of, and the Customer shall accordingly account to Wessex for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
18.1.6. without limiting any duty of the Customer at common law, Wessex may require the Customer to take such steps as Wessex may reasonably require to mitigate or reduce any such loss damages, costs or expenses for which Wessex is liable to indemnify the Customer under this clause.
19. Insolvency of Customer
19.1. This clause 19 applies if:
19.1.1. the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) if a resolution is passed, a petition is presented or an order is made for the winding up of the Customer (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrator, receiver or administrative receiver is appointed over all or part of the Customer’s undertaking and assets; or
19.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
19.1.3. the Customer ceases, or threatens to cease, to carry on business; or
19.1.4. Wessex reasonably believes that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
19.2. If this clause 19 applies then, without limiting any other right or remedy available to Wessex, Wessex may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
20.1. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
20.2. Any waiver by Wessex of any breach of, or default under, the Contract by the Customer shall not be considered as a waiver of any subsequent breach or default of the same or any other provision of the Contract and shall in no way effect the other terms of the Contract.
20.3. Failure or delay by Wessex in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
20.4. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
20.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
20.6. The Contract shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
21. Online Dispute Resolution
Should you have any concerns regarding our service, please contact Pete Farndell on email@example.com. For more information on the Online Dispute Resolution, please visit http://ec.europa.eu/consumers/odr