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14.
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Breach of Contract or Insolvency
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14.1
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The Company may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Customer) immediately suspend further performance of the Contract or cancel delivery of the Goods or stop any Goods in transit or by notice in writing to the Customer terminate the Contract without liability to the Company if:
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14.1.1
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the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy;
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14.1.2
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the Customer fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days;
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14.1.3
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any distress execution or diligence is levied upon any of the Customer's goods or property and is not paid out within 7 days or it being levied;
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14.1.4
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the Customer (being a partnership) or the Customer's partner offers to make any arrangements with or for the benefit of the creditors of the Customer or the Customer's partner generally or there is presented in relation to the Customer or the Customer's partner a petition of bankruptcy;
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14.1.5
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the Customer (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Customer calls a meeting for the purpose of passing a resolution to wind up its company, or such a resolution is passed or the Customer presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Customer's business, undertaking, property or assets;
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14.1.6
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the Customer ceases, or threatens to cease, to carry on business; or
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14.1.7
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the Company reasonably believes that any of the events specified in Condition 14.1 (a) to (f) above is about to occur in relation to the Customer.
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14.2
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Notwithstanding any such termination or suspension in accordance with Conditions 13 or 14.1 above the Customer shall pay the Company at the Contract rate for all Goods delivered up to and including the date of suspension or termination and the termination of the Contract or any contract for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any such owing or to become owing to the other.
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15.
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Notices
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15.1
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All notices between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:
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15.1.1
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(in case of notices to the Company) to its registered office or such other address as shall be notified to the Customer by the Company in accordance with this Condition 15; or
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15.1.2
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(in the case of the notices to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Customer in writing.
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15.2
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Notices shall be deemed to have been received:
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15.2.1
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if sent by pre-paid first class post, 2 days after posting (exclusive of the day of posting);
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15.2.2
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if delivered by hand, on the day of delivery or if that is not a usual business day, the first usual business day after delivery;
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15.2.3
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if sent by facsimile transmission, at 10:00am local time on the first usual business day in the country of receipt following despatch, subject to being able to show that the notice was sent to the correct telephone number.
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15.3
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Notices addressed to the Company shall be marked for the attention of the Managing Director
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16.
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General
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16.1
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Any intellectual property rights (including, without limitation, patents, registered and unregistered designs, trade marks and service marks (registered or not) and copyright and any applications for them) created by the Company in the course of the performance of the Contract or otherwise in the manufacture of the Goods shall remain the Company's property. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the intellectual property rights of the Company.
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16.2
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Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
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16.3
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The rights and remedies of either party in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
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16.4
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If at any time any one or more of the Conditions of the Contract (or any sub-Condition or paragraph or any part of one or more of these Conditions) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
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16.5
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The Contract sets out the entire agreement and understanding between the Customer and the Company in connection with the sale of the Goods and shall supersede and replace all documentation previously issued by the Company purporting to set out its terms and conditions of sale of the Goods.
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16.6
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Both the Company and the Customer shall each keep confidential and shall not, without the prior written consent of the other, disclose to any third party or otherwise make public the terms or existence of the Contract or any other confidential or sensitive information of the other party.
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17.
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Law and Jurisdiction
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17.1
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This Contract and any dispute or claim arising out of or in connection with it shall be governed by and be construed in all respects in accordance with English law.
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17.2
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All disputes or claims arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.
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