PALLINC LTD STANDARD TERMS AND CONDITIONS OF TRADE
The Customer’s attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1 Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 am to 5.30 pm on any Business Day.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 17.7.
Contract: the contract between Pallinc Ltd and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods or Services or Goods and Services from Pallinc Ltd.
Deliverables: deliverables set out in the Order produced by Pallinc Ltd for the Customer.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 14.
Pallinc Ltd: Pallinc Ltd registered in England and Wales with company number 09652351 and whose registered office is Pallinc House Beehive Business Park, Rand, Lincoln, Lincolnshire, England, LN8 5NJ.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: as agreed between the parties
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Goods or Services or Goods and Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Pallinc Ltd’s quotation, or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied by Pallinc Ltd to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by Pallinc Ltd to the Customer.
Site: the Delivery or Collection Location as the case may be
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Wait Time: The actual time, beginning from when the delivery or collection vehicle arrives at the Site. The timer ends when the delivery or collection vehicles leaves the Site.
Wasted Journey Charge: a rate of £2.50 per mile from the Site to Pallinc Ltd.’s registered office.
1.2 Interpretation:
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 successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2 Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Pallinc Ltd issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Pallinc Ltd and any descriptions of the Goods or illustrations or descriptions of the Services contained in Pallinc Ltd’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.
2.4 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 law, trade custom, practice or course of dealing.
2.5 Any quotation given by Pallinc Ltd shall not constitute an offer, and is only valid for a period of 30 days from its date of issue unless otherwise agreed.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3 Goods
3.1 The Goods are described in the Goods Specification.
3.2 The Customer shall indemnify Pallinc Ltd 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Pallinc Ltd arising out of or in connection with any claim made against Pallinc Ltd for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Pallinc Ltd’s use of the Goods Specification where such Goods Specification has been supplied by the Customer. This clause 3.2 shall survive termination of the Contract.
3.3 Pallinc Ltd reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Pallinc Ltd shall notify the Customer in any such event.
4 Delivery of Goods
4.1 Pallinc Ltd shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Pallinc Ltd reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2 Pallinc Ltd 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 Pallinc Ltd notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only. Pallinc Ltd will use reasonable endeavours to meet any delivery dates specified provided it is given sufficient notice which should be at the very least 48 hours before the intended delivery date. Where Pallinc Ltd is given less than 48 hours notice, Pallinc Ltd will use reasonable endeavours to achieve such dates but the Customer acknowledges that shorter notice than 48 hours places huge difficulties on Pallinc Ltd ability to achieve such dates. In all cases, Pallinc Ltd 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 Pallinc Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. For the avoidance of doubt and without prejudice to clause 14, Pallinc Ltd will not be liable to the Customer where the delivery is late or cannot be delivered for reasons including but not limited to:
4.4.1 Traffic jams (however they may be caused);
4.4.2 Road closures (including but not limited to where the road closure has been instigated by the Customer);
4.4.3 Prevention of access to the Delivery Location.
4.5 It is further noted and acknowledged by the Customer that Pallinc Ltd vehicles or those of their sub-contractors are not emergency vehicles and therefore will be impacted by any of the circumstances set out in clause 4.4 above. Accordingly, whilst Pallinc Ltd drivers will use reasonable endeavours to reach the Delivery Location, nothing in these Conditions nor anything set out in any Order or any other documentation shall be deemed to be a guarantee of delivery at a specific time or place.
4.6 If Pallinc Ltd fails to deliver the Goods, its liability shall be the cost of reattempting delivery to the Customer. Pallinc Ltd shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, in circumstances set out in clause 4.4 or the Customer’s failure to provide Pallinc Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to accept delivery of the Goods within three Business Days of Pallinc Ltd notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Pallinc Ltd’s failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Pallinc Ltd notified the Customer that the Goods were ready; and
4.7.2 Pallinc Ltd shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If 5 Business Days after the day on which Pallinc Ltd notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, Pallinc Ltd may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods. Pallinc Ltd shall charge a 20% restocking charge.
4.9 Pallinc Ltd 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 Collection of Goods
5.1 Pallinc Ltd shall on request:
5.2 Pallinc Ltd shall collect the Goods from the location set out in the Order or such other location as the parties may agree (Collection Location) at any time after Customer notifies Pallinc Ltd that the Goods are ready.
5.3 Collection of the Goods shall be completed on the completion of loading of the Goods at the Collection Location.
5.4 Any dates quoted for Collection of the Goods are approximate only. Pallinc Ltd will use reasonable endeavours to meet any Collection dates specified provided it is given sufficient notice which should be at the very least 48 hours before the intended collection date. Where Pallinc Ltd is given less than 48 hours notice, Pallinc Ltd will use reasonable endeavours to achieve such dates but the Customer acknowledges that shorter notice than 48 hours places huge difficulties on Pallinc Ltd ability to achieve such dates. In all cases, Pallinc Ltd shall not be liable for any delay in collection of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Pallinc Ltd with adequate collection instructions or any other instructions that are relevant to the collection of the Goods. For the avoidance of doubt and without prejudice to clause 14, Pallinc Ltd will not be liable to the Customer where the collection is late or cannot be collected for reasons including but not limited to:
5.4.1 Traffic jams (however they may be caused);
5.4.2 Road closures (including but not limited to where the road closure has been instigated by the Customer);
5.4.3 Prevention of access to the Collection Location.
5.5 It is further noted and acknowledged by the Customer that Pallinc Ltd vehicles or those of their sub-contractors are not emergency vehicles and therefore will be impacted by any of the circumstances set out in clause 5.4 above. Accordingly, whilst Pallinc Ltd drivers will use reasonable endeavours to reach the Collection Location, nothing in these Conditions nor anything set out in any Order or any other documentation shall be deemed to be a guarantee of collection at a specific time or place.
5.6 If Pallinc Ltd fails to collect the Goods, its liability shall be the cost of reattempting collection from the Customer. Pallinc Ltd shall have no liability for any failure to collect the Goods to the extent that such failure is caused by a Force Majeure Event, in circumstances set out in clause 5.4 or the Customer’s failure to provide Pallinc Ltd with adequate collection instructions or any other instructions that are relevant to the supply of the Goods.
5.7 Pallinc Ltd may collect the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in collection in an instalment shall not entitle the Customer to cancel any other instalment.
5.8 Any dates quoted for the return of Sorted Data are approximate only. Pallinc Ltd will use reasonable endeavours to return Sorted Data within a week. In all cases, Pallinc Ltd shall not be liable for any delays in the return of Sorted Data.
5.9 The Customer confirms to Pallinc Ltd that on Collection the Customer is the legal and beneficial owner of the Goods and is entitled to transfer the legal and beneficial title to the Goods to Pallinc Ltd free from all encumbrances, without the consent of any other person.
5.10 The Customer confirms to Pallinc Ltd that on Collection the Customer has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement.
6 Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery or collection.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (by bank transfer, unless agreed otherwise) for the Goods
6.3 In the case of collection, title to the Goods shall pass to Pallinc Ltd on completion of collection.
6.4 Until title to the Goods has passed to the Customer, the Customer shall:
6.4.1 not remove, deface or obscure any identifying mark on or relating to the Goods;
6.4.2 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Pallinc Ltd’s behalf from the date of delivery; and
6.4.3 give Pallinc Ltd such information as Pallinc Ltd may reasonably require from time to time relating to the Goods
7 Supply of Services
7.1 Pallinc Ltd shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 Pallinc Ltd shall use all reasonable endeavours to meet any performance dates for the Services specified, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 Pallinc Ltd reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Pallinc Ltd shall notify the Customer in any such event.
8 Customer’s obligations
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and any information it provides in both the Service Specification and the Goods Specification are complete and accurate;
8.1.2 co-operate with Pallinc Ltd in all matters relating to the Services;
8.1.3 provide Pallinc Ltd, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Pallinc Ltd to provide the Services;
8.1.4 provide Pallinc Ltd with such information and materials as Pallinc Ltd may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.5 prepare the Customer’s premises or the Delivery Location for the supply of the Goods and 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 comply with all applicable laws, including health and safety laws;
8.1.8 keep all materials, equipment, documents and other property of Pallinc Ltd (Pallinc Ltd Materials) at the Customer’s premises in safe custody at its own risk, maintain Pallinc Ltd Materials in good condition until returned to Pallinc Ltd, and not dispose of or use Pallinc Ltd Materials other than in accordance with Pallinc Ltd’s written instructions or authorisation; and
8.1.9 comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.
8.2 If Pallinc Ltd’s performance of any of its obligations under the Contract 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 without limiting or affecting any other right or remedy available to it, Pallinc Ltd shall have the right to suspend performance of the Services 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 in each case to the extent the Customer Default prevents or delays Pallinc Ltd’s performance of any of its obligations;
8.2.2 Pallinc Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Pallinc Ltd’s 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 Pallinc Ltd on written demand for any costs or losses sustained or incurred by Pallinc Ltd arising directly or indirectly from the Customer Default.
9 Charges and payment
9.1 The price for Goods:
9.1.1 shall be the price set out in the Order; and
9.1.2 Unless agreed, shall be inclusive of all costs and charges of , insurance, transport of the Goods, which shall be invoiced to the Customer.
9.2 Pallinc Ltd reserves the right to charge an additional demurrage. The basis on which the demurrage shall be charge is as follows:
9.2.1 If Pallinc Ltd is only delivering Goods or Collecting Goods, the first 90 (Ninety) minutes of Wait Time at the Delivery Location or Collection Location (as the case may be) shall be free of charge (Allowed Wait). Any Wait Time over and above the Allowed Wait shall be charged at a rate of £65 an hour until delivery or collection is complete, as per clause 4.3 and 5.3 respectively.
9.2.2 If Pallinc Ltd is delivering Goods and collecting a different batch of Goods from the same location at the same time then the first 180 minutes of Wait Time at the Delivery Location and Collection Location (being one and the same) shall be free of charge, Any Wait Time over and above 180 minutes shall be charged at a rate of £65 an hour.
9.2.3 If at arrival at the Delivery Location or Collection Location Pallinc Ltd are advised that there will be a Wait Time of over two hours, or it takes the Customer over two hours to unload the Delivery or load the Collection then Pallinc Ltd shall charge the Customer a Wasted Journey Charge. (Wasted Journey Event)
9.2.4 If Pallinc Ltd is delivering Goods and collecting a different batch of Goods from the same location, if at arrival at the Delivery Location and Collection Location (being one and the same) Pallinc Ltd are advised that there will be a Wait Time of over four hours, or it takes the Customer over four hours to unload the Delivery or load the Collection then Pallinc Ltd shall charge the Customer a Wasted Journey Charge. For the avoidance of doubt this will also be classed as a Wasted Journey Event.
9.2.5 If a Wasted Journey Event occurs, Pallinc Ltd reserves the right to decide (in its sole discretion) whether or not it shall complete delivery or collection. Where Pallinc Ltd decides not to complete delivery or collection Pallinc Ltd shall not be liable for any costs, damages or delays resulting from non-delivery or non-collection, and the Customer acknowledges that Pallinc Ltd shall incur no liability for such event.
9.3 The charges for Services shall be set out on the Order including but not limited to any expenses to be recharged to the Customer.
9.4 Pallinc Ltd reserves the right to:
9.4.1 increase the price of the Goods or Services, by giving notice to the Customer at any time, to reflect any increase in the cost.
9.5 In respect of Goods, Pallinc Ltd shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Pallinc Ltd shall invoice the Customer on completion of the Services or as otherwise set out on the Order.
9.6 The Customer shall pay each invoice submitted by Pallinc Ltd:
9.6.1 within 30 days of the date of the end of the calendar month of the invoice or in accordance with any credit terms agreed by Pallinc Ltd and confirmed in writing to the Customer; and
9.6.2 in full and in cleared funds to a bank account nominated in writing by Pallinc Ltd, and
time for payment shall be of the essence of the Contract.
9.6.3 Unless agreed otherwise by the parties, all amounts due under the Contract shall be paid by bank transfer
9.7 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) unless otherwise stated. Where any taxable supply for VAT purposes is made under the Contract by Pallinc Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pallinc Ltd, pay to Pallinc Ltd 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.
9.8 If the Customer fails to make a payment due to Pallinc Ltd under the Contract by the due date, then, without limiting Pallinc Ltd’s remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England’ s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10 Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Pallinc Ltd.
10.2 Pallinc Ltd grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.
10.4 The Customer grants Pallinc Ltd a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Pallinc Ltd for the term of the Contract for the purpose of providing the Services to the Customer.
11 Data protection
11.1 The parties do not envisage the processing of any personal data other than Customer contact data (name, email address) in order to provide the Goods and/or Services.
11.2 The parties each agree to adhere to their requirements under the UK GDPR.
12 Confidentiality
12.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13 Limitation of liability
13.1 Notwithstanding anything to the contrary in the Contract or otherwise, Pallinc Ltd’s total liability in contract, misrepresentation or otherwise in relation to contract or (1) supply of goods shall be limited to the lower of the actual price of the Goods which are the cause of the liability but only to the extent actually paid by the Customer which are the cause of the liability but only to the extent actually paid by the Customer to Pallinc Ltd or 2) £1,000
13.2 All Warranties, conditions and other terms implied by statute or common law (save for conditions implied by s12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the contract.
13.3 Nothing in these conditions excludes or limits the liability of Pallinc Ltd for:
13.3.1 Death or personal injury caused by Pallinc Ltd’s negligence; or
13.3.2 Any matter which it would be illegal for Pallinc Ltd to exclude or attempt to exclude
13.3.3 For any fraud or fraudulent misrepresentation
13.4 Pallinc Ltd shall not be liable for any defect in any Goods unless notified to it within three days of actual delivery
13.5 Pallinc Ltd shall not be liable for any losses arising from the Customer or any third party’s subsequent use or misuse of the Goods including (without limitation) (i) fair wear and tear, (ii) wilful damage, (iii) Customer negligence or any failure to follow any instructions of Pallinc Ltd, (iv) abnormal working conditions, or (v) any alteration or repair of any Goods save for any latent defect which means that the Goods did not comply with the specification.
13.6 In no circumstances shall Pallinc Ltd be liable to the Customer in contract or otherwise howsoever and whatever the cause thereof:- for any increased costs or expenses for any loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the provision by Pallinc Ltd of the Goods or any error or defect therein, or of the performance, non-performance or delayed performance by Pallinc Ltd of the Contract.
13.7 This clause 13 shall survive termination of the Contract.
14 Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4weeks, the parties shall negotiate in good faith to agree a new delivery date. If after good faith negotiations the parties are unable to agree a new delivery date, Pallinc Ltd may, at its absolute discretion, terminate the Contract on three days’ notice.
15 Termination
15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
15.1.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
15.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
15.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
15.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
15.2 Without affecting any other right or remedy available to it, Pallinc Ltds may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment
15.3 Without affecting any other right or remedy available to it, Pallinc Ltds may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Pallinc Ltds if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.1.4 to clause 15.1.2, or Pallinc Ltds reasonably believes that the Customer is about to become subject to any of them.
16 Consequences of termination
16.1 On termination of the Contract:
16.1.1 the Customer shall immediately pay to Pallinc Ltd. all of Pallinc Ltd.’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Pallinc Ltd. shall submit an invoice, which shall be payable by the Customer immediately on receipt;
16.1.2 the Customer shall return all of Pallinc Ltd.’s Goods which have not been fully paid for. If the Customer fails to do so, then Pallinc Ltd. 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.
16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.
16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
17 General
17.1 Assignment and other dealings
17.1.1 Pallinc Ltd may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
17.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Pallinc Ltd.
17.2 Severance.
17.2.1 If any provisions or part-provisions of this Agreement is or becomes invalid, it shall be deemed deleted but shall not affect the validity and enforceability of the rest of this Agreement.
17.2.2 If any provision or part provisions of this Agreement is deemed deleted under Clause 17.2.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision
17.2.3 If after good faith negotiations, the parties are unable to agree a suitable replacement provision Pallinc Ltd may at its ultimate discretion terminate the contract on three days’ notice to the Customer
17.3 Waiver.
17.3.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.3.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
17.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
17.5 Entire agreement.
17.5.1 The Contract constitutes the entire agreement between the parties.
17.5.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
17.6 Third party rights.
17.6.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
17.6.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
17.7 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
17.8 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.