![]() No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase 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.Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).Condition headings do not affect the interpretation of these conditions.A reference to one gender includes a reference to the other gender.Words in the singular include the plural and in the plural include the singular.A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.VAT: value added tax chargeable under English law for the time being and any similar additional tax. ![]() Pre-existing Materials: all Documents, information and materials provided by the Company relating to the Goods which existed prior to the commencement of the Contract including artwork, drawings, data, reports and specifications. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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. Insolvency Event: a party suffers an insolvency event when he has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or ceases to trade. In-put Material: all Documents, information and materials provided by the Buyer relating to the Goods or Services including (without limitation), artwork, drawings, data, reports and specifications. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).Īcceptance: acceptance of the Goods by the Buyer.īuyer: the person, firm or company who purchases the Goods from the Company.Ĭontract: any agreement between the Company and the Buyer for the sale and purchase of Goods, incorporating these Conditions.ĭelivery Point: the place where delivery of the Goods is to take place under condition 3.ĭeliverables: any Documents and materials developed by the Company in relation to the Goods in any form, including certificates, calculation details, drawings, data, reports and specifications (including drafts) that are listed in the Contract as being deliverable to the Buyer or that are delivered to the Buyer.ĭocument: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
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