Terms and Conditions
1. Definitions
1.1. In this document (“these Conditions of Sale”) the following words / phrases have the following meanings:
1.1.1. Acknowledgement of Order: a written document issued by the Company to the Buyer confirming that the Buyer’s order for Goods has been accepted by the Company. These Conditions shall apply to all Acknowledgements of Order and these Conditions shall take priority over any terms and conditions in the Order.
1.1.2. Argonaut / the Company: Argonaut Powder Coating Limited registered in England and Wales with company number 02269746 and whose registered office is at 75 Bournemouth Rd, Chandlers Ford, Eastleigh, Hampshire SO53 3AP; (and including their successors and assignees);
1.1.3. Buyer: the party to the Contract other than Argonaut. If the Buyer is more than one person or entity, each is jointly and severally liable under these Conditions;
1.1.4. Bespoke Goods: any Goods which have been specifically manufactured or altered in any way to meet the requirements of the Buyer. This shall include (but is not limited to) incorporating the Goods into other Goods or materials. The Company shall (acting reasonably) decide whether any Goods are Bespoke Goods.
1.1.5. Collection Site: any site notified by Argonaut to the Buyer where the Goods are to be collected by the Buyer in accordance with this Contract;
1.1.6. Contract: the contract between Argonaut and the Buyer incorporating these Conditions of Sale;
1.1.7. Delivery Site: a site specified by the Buyer where the Goods are to be unloaded;
1.1.8. Force Majeure Event: any circumstances beyond the Company's control including, but not limited to, acts of God, war, strikes, lockouts or any other industrial action, fire, flood, drought, tempest, freezing temperatures, insect or fungicidal attack, or the Company's failure to procure materials or articles required for the performance of the Contract in circumstances where the Company has taken reasonable endeavours to obtain such materials or articles;
1.1.9. Goods: the goods (including any instalment of the Goods) which Argonaut is to supply (or has supplied) to the Buyer;
1.1.10. Parties: Argonaut and the Buyer together;
1.1.11. Person: A person includes any natural person, corporate or unincorporated body (whether or not having separate legal personality)
2. Basis of the sale
2.1. Argonaut sell the Goods and the Buyer purchases the Goods in accordance with any offer made by Argonaut and accepted by the Buyer or any order submitted to Argonaut by the Buyer and accepted by Argonaut. In either case the sale shall be subject to these Conditions of Sale.
2.2. These Conditions of Sale exclude any other terms which are otherwise implied by trade, custom, practice or course of dealing unless agreed in writing and signed by a Director of Argonaut.
2.3. Any other terms and conditions put forward by the Buyer are excluded from the Contract. Any other terms and conditions put forward by Argonaut are incorporated into the Contract but these Conditions of Sale take precedence over them unless stated otherwise in writing by Argonaut.
2.4. Any amendment to these Conditions of Sale shall be effective only upon agreement in writing and initialled or signed by a director or other suitably authorised representative of Argonaut.
2.5. The Buyer guarantees that it is acting in the course of a business and not as a consumer as defined in law.
2.6. Argonaut may pass on any manufacturer’s guarantee to the Buyer but shall not be obliged to do so and shall not have any liability under such guarantee.
2.7. Any typographical, clerical or other error may be corrected by Argonaut by written notification and without liability.
3. Waiver and variations and authority
3.1. Any waiver or variation of the Contract shall not be binding unless:
3.1.1. made (or recorded) in writing;
3.1.2. signed on behalf of each party (in the case of the Company, by a director of the Company or by a suitably authorised representative); and
3.1.3. expressly stating an intention to vary the Contract.
3.2. The Company shall not be bound by any of the following unless agreed by a Director or by a suitably authorised representative of the Company in writing:
3.2.1. any variation to the Contract;
3.2.2. any admission that the Company has breached any of its obligations under the Contract;
3.2.3. any agreement to cancel the Buyer's order for Goods; or
3.2.4. any refund or credit note.
4. Design, specifications and instructions
4.1. The Buyer guarantees that all technical details, specifications, performance requirements, drawings, measurements, and any other information of whatever nature provided to Argonaut (whether directly or indirectly) in connection with the Goods is complete and accurate and the Buyer acknowledges that Argonaut are entitled to rely on the same and are relying on the same.
4.2. The Buyer must comply with all laws, regulations and official requirements applicable in the UK and in Europe and has lawfully obtained all necessary licences, permits and consents for the supply to it, and use by it, of the Goods.
4.3. The Buyer shall be fully liable for any instructions, specification or information provided by it to Argonaut and shall ensure that such information, specification or instruction:
4.3.1. will not cause Argonaut to produce Goods that are not fit for the purpose for which the Buyer intends to use the Goods; and
4.3.2. is complete and accurate and does not contain any errors.
4.4. The Buyer shall comply with any instructions given by Argonaut (including, but not limited to, any installation instructions set out in a relevant method statement supplied to the Buyer by Argonaut).
4.5. Any estimates given by Argonaut of quantities required are intended as guidelines only and the Buyer shall not rely on such estimates. The Buyer is solely responsible for ascertaining the proper quantities.
4.6. Samples are only submitted as indications of the Goods quoted for and not as any guarantee of the colours or quality. Sale is not by sample.
4.7. Argonaut reserves the right to make non-material changes in the specification of the Goods.
4.8. Argonaut may, at its discretion and without obligation or warranty, forward as necessary from its own or a third party's workshop drawings requested by the Buyer for the Buyer’s comment/approval.
4.9. The Buyer is responsible for the final approval of drawings, quantities and colour as well as the design and supply of supports and restraints unless otherwise stated in writing.
4.10. Argonaut may, from time to time, provide information about third parties who may be able to provide services in connection with Goods. The Buyer shall make its own arrangements with any such supplier and Argonaut shall have no obligation (whether under this Contract or otherwise) in respect of any such services.
5. Price of the goods
5.1. The Buyer shall pay for the Goods in accordance with these Conditions.
5.2. The price to be paid by the Buyer for the Goods shall be the price set out in Argonaut's quotation or otherwise notified to the Buyer by Argonaut. If no price has been set out or notified then the price shall be that listed in the Company’s published price list at the date , save that:
5.2.1. Any price quoted by Argonaut may be revised by Argonaut without notice to the Buyer after 30 days (or such longer period as Argonaut may in writing agree) have elapsed since the quote and until the Parties enter into the Contract;
5.2.2. The price quoted excludes delivery unless otherwise stated in writing;
5.2.3. Argonaut may at any time before delivery of the Goods and on giving notice to the Buyer increase any price to reflect any increase in cost incurred by Argonaut which is beyond Argonaut's reasonable control, including (without limitation) in consequence of currency fluctuations, labour and materials costs.
5.2.4. In the event that the price of Goods has increased then, the Buyer may inform the Company that it does not wish to purchase the Goods at that new price and the Company may (at its option):
5.2.4.1. Cancel the order for those Goods; or;
5.2.4.2. Supply the Goods at the price previously quoted.
5.3. All prices quoted by Argonaut are exclusive of VAT. The Buyer shall pay all VAT lawfully chargeable.
5.4. Rates of tax and duties on the Goods will be those applying at the time of delivery.
5.5. In addition to the price, the Buyer shall pay any other sums payable or paid by the Buyer to the Company in accordance with, arising out of or in connection with the Contract.
6. Terms of payment
6.1. Terms of payment shall be as set out in any offer made by Argonaut and accepted by the Buyer. If no terms of payment are there set out, Argonaut may invoice the Buyer for the price of the Goods prior to delivery of the Goods to the Buyer / collection of the Goods by the Buyer and may require full payment prior to or at the time of delivery of the Goods to the Buyer / collection of the Goods by the Buyer.
6.2. The Buyer shall pay any invoice within 30 days of receipt.
6.3. Argonaut may recover payment notwithstanding that the Goods have not been taken into the possession or title of the Buyer.
6.4. Payment for any Bespoke Goods is due within 30 days from when the Buyer requests that the Company produces or makes available those Bespoke Goods.
6.5. If the Buyer fails to pay the Company in full on the due date:
6.5.1. the Company may suspend or cancel all or any outstanding orders with the Buyer;
6.5.2. the Company may withdraw any discount offered to the Buyer;
6.5.3. the Buyer must pay the Company interest at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be:
6.5.3.1. calculated (on a daily basis) from the date of the Company's invoice until payment;
6.5.3.2. compounded on the first day of each calendar month; and
6.5.3.3. before and after any judgment (unless the court orders otherwise).
6.6. If the Buyer has an approved credit account, the Company may withdraw it or reduce the Buyer's credit limit or bring forward the Buyer's due date for payment. The Company may do any of these at any time without notice.
6.7. All amounts due from the Buyer to the Company under the Contract shall be paid in full without any deduction or withholding (other than any deduction or withholding of tax as required by law), and the Buyer shall not be entitled to claim set-off or to counterclaim against the Company in relation to the payment of the whole or part of any such amount.
6.8. While the Buyer owes money to the Company, the Company has a lien on any of the Buyer's property in the Company's possession.
7. Collection
7.1. This clause applies unless Argonaut has agreed in writing to deliver the Goods, in which case clause 8 applies.
7.2. Argonaut may provide an estimate of when Goods will be ready for collection, but Argonaut shall not be liable if the Goods are not ready for collection by the estimated date.
7.3. Once Argonaut has informed the Buyer that the Goods are available for collection the Buyer may collect the Goods at any time during the usual business hours of the Collection Site (as may be amended from time to time) so long as it gives at least 24 hours prior notice to Argonaut.
7.4. The Buyer must collect the Goods within 14 days of being advised that the Goods are available for collection, failing which Argonaut may recover all storage costs that are charged to it.
7.5. For the avoidance of doubt, Goods may be made available for collection by instalment.
7.6. Time shall not be of the essence in respect of any indicated, agreed or estimated collection in accordance with this clause.
8. Packing and delivery
8.1. Argonaut are entitled to make a reasonable charge for delivery unless the Contract otherwise provides in writing that delivery is included in the price of the Goods.
8.2. Argonaut are entitled to reasonable additional payment if special packing and/or a method of delivery is required other than Argonaut's standard method of delivery, or if specific or unusual, timing or conditions of delivery are required.
8.3. Argonaut may provide an estimate of when Goods will be ready for delivery, but Argonaut shall not be liable if the Goods are not ready for delivery by the estimated date.
8.4. Argonaut is not obliged to give any notice before attempting delivery.
8.5. Delivery shall be within normal hours on a working day Monday-Friday unless otherwise agreed in writing.
8.6. Argonaut shall deliver to a good hard surface on or near the Delivery Site completely accessible by a good hard road.
8.7. Argonaut shall use reasonable endeavours to deliver the Goods on the dates agreed in writing between Argonaut and the Buyer, however Argonaut shall not be in breach of the Contract if it delivers, or attempts to deliver, the Goods before or after the agreed date.
8.8. In the event that delivery is not possible at any agreed time for reasons outside the control of Argonaut but within the control of the buyer, Argonaut may levy reasonable storage and redelivery charges.
8.9. Argonaut are not obliged to make any delivery if any monies are overdue under the Contract or under any other contract between the Buyer and Argonaut.
8.10. The Buyer is responsible for unloading the Goods at its risk and expense and using its labour. The Buyer shall ensure that Goods are unloaded expeditiously and that unloading commences as soon as the Goods arrive at or near the Delivery Site. Argonaut may charge the Buyer £100 per hour for time spent waiting at the Delivery Site caused by the Buyer being in breach of this clause.
8.11. If the Buyer refuses delivery or is not present to take delivery, Argonaut may at its option:
8.11.1. Unload the Goods itself at the Buyer’s cost and leave them on or outside the Delivery Site (in which case Argonaut will be deemed to have fulfilled its obligation to transport the Goods to the Delivery Site);
8.11.2. Treat the order as cancelled and be indemnified by the Buyer for this; or
8.11.3. Re-deliver the Goods at a mutually agreed date. Argonaut shall be entitled to charge for any attempted re-delivery and for storing the Goods until they are successfully unloaded at the Delivery Site.
8.12. Argonaut may deliver the Goods in instalments. In the event of failure to accept any delivery the balance remaining undelivered may at the option of Argonaut then be invoiced (payment for such balance immediately thereupon becoming due) and storage costs charged to Buyer’s account.
8.13. Argonaut shall have no obligation to deliver if:
8.13.1. it believes that it would be unsafe, unlawful or unreasonably difficult to do so;
8.13.2. the Buyer is not present to take delivery; or
8.13.3. the premises (or the access to them) are unsuitable for the delivery vehicle.
8.14. subject to clause 8.11, Argonaut shall be entitled to charge for any attempted re-delivery and for storing the Goods until they are successfully unloaded at the Delivery Site.
8.15. If the Buyer fails to provide a signature on a receipt note/delivery note or similar, delivery having been duly made, any notification in writing to the Buyer by Argonaut following delivery shall be deemed conclusive evidence that the delivery was made in accordance with the Contract.
8.16. Time shall not be of the essence in respect of any indicated, agreed or estimated delivery in accordance with this clause.
9. Risk in and title to property
9.1. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery (or attempted delivery if delivery is not actually made owing to reasons outside of Argonaut's control) or collection save in respect of Goods to be delivered outside England in which case risk of damage to or loss of the Goods shall pass to the Buyer when the Goods leave Argonaut's or the manufacturers' premises.
9.2. Where the Goods are to be collected from the Collection Site, they are at the Buyer's risk from the earlier of:
9.2.1. the Buyer collecting the Goods;
9.2.2. the expiry of the 14 day period referred to in clause 7.4;
9.3. Argonaut shall not be liable for items said to be damaged or missing from the Goods unless Argonaut are notified in writing within 48 hours of delivery.
9.4. The Buyer shall adequately insure the Goods not later than the agreed time of delivery or collection.
9.5. Notwithstanding delivery (or attempted delivery) or collection, title to the Goods does not pass to the Buyer until the Buyer has made full payment to Argonaut for the Goods and there are no other monies due from the Buyer to Argonaut whether under the Contract or under any other contract between the Buyer and Argonaut.
9.6. Until title to the Goods has passed to the Buyer, the Buyer shall:
9.6.1. hold the Goods on a fiduciary basis as the Company's bailee;
9.6.2. Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property;
9.6.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.6.4. ensure that the Company has a right to enter any premises of the Buyer, or of any third party where Goods are kept, to enable the Company to exercise its rights set out in clause 9.6.8.
9.6.5. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
9.6.6. notify the Company immediately if it becomes subject to any of the events listed in clauses 15.1.6 to 15.1.17;
9.6.7. give the Company such information relating to the Goods as the Company may require from time to time.
9.6.8. If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clauses 15.1.6 to 15.1.17 (inclusive), or the Buyer reasonably believes that any such event is about to happen and notifies the Company accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, the Company may enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
9.6.9. If the Buyer receives payment from any third party in respect of the Goods before the Buyer has made full payment to Argonaut for the Goods, the Buyer shall pay that payment into a separate bank account and hold it in trust for Argonaut until Argonaut have been paid in full for the Goods.
9.6.10. All intellectual property rights remain vested in Argonaut.
10. Liability for the Goods
10.1. In this clause 10, a reference to the Company's liability for something is a reference to any liability whatsoever which the Company might have for it, its consequences, and any direct, indirect or consequential loss, damage, costs or expenses resulting from it or its consequences, whether the liability arises under the Contract, in tort or otherwise, and even if it results from the Company's negligence or from negligence for which the Company would otherwise be liable. This clause is in addition to any other provisions of these Conditions dealing with liability for the Goods.
10.2. The Buyer exercises its own skill and judgment in selecting the Goods and has satisfied itself without reliance on any representation by Argonaut that the Goods are suitable for their intended purpose.
10.3. Save as otherwise expressly provided for in the Contract, Argonaut does not give any warranty (and excludes any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or their fitness for any purpose, even if such purpose has been made known to Argonaut.
10.4. Argonaut shall not have any liability for the Goods if any third party has attempted to repair the Goods or has interfered with them, or if the Goods have been installed or operated otherwise than in accordance with Argonaut's recommendations including (without limitation) in any data sheets produced by or for Argonaut.
10.5. Argonaut shall not be liable for any defect in the Goods arising from any design or other information supplied to Argonaut by the Buyer.
10.6. Argonaut shall not be liable for fair wear and tear or for damage caused by the Buyer, by abnormal conditions, by failure to follow Argonaut's or manufacturers' instructions, by misuse of the Goods, or by alteration of the Goods without Argonaut's prior written approval.
10.7. Warranties and conditions and all terms implied by statute or common law are excluded from the Contract to the maximum extent permitted by law.
10.8. Where:
10.8.1. Argonaut is obtaining the Goods from a third party supplier, and
10.8.2. for any reason that supplier postpones the delivery of the Goods.
Argonaut shall be entitled, upon written notice to the Buyer, to an extension of time to deliver the Goods to the Buyer equal to the length of the postponement in the delivery of the Goods from its supplier.
10.9. In any event, save in respect of death or personal injury resulting from negligence by Argonaut (in respect of which Argonaut's liability is not excluded or limited) Argonaut shall not have any liability for:
10.9.1. any indirect or consequential loss or damage;
10.9.2. any loss of business, rent, profit or anticipated savings whether direct or indirect unless it has expressly assumed such liability;
10.9.3. anything done by any third party / supplier;
10.9.4. any workshop drawings given to the Buyer in accordance with clause 4.8;
10.9.5. the Buyer's failure to provide Argonaut with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
10.9.6. any loss caused by any specification or information provided by the Buyer being inaccurate or incomplete or containing any errors or inaccuracies;
10.9.7. any damage to goodwill or reputation;
10.9.8. any delay, loss of opportunity, or loss of business;
10.9.9. loss, theft, damage or destruction to any equipment, tools, machinery, vehicles or other equipment used in connection with the Goods or brought onto any premises of Argonaut or the Collection Site.
10.9.10. any loss, damage, costs or expenses suffered or incurred by any third party.
10.9.11. In any event, save in respect of death or personal injury resulting from negligence by Argonaut (in respect of which Argonaut's liability is not excluded or limited), Argonaut's maximum liability, save as otherwise expressly agreed by Argonaut, shall be limited to the cost of the Goods or 10% of order value, whichever is the lesser.
11. Buyer's remedies
11.1. The Buyer may reject any of the Goods which do not conform to the Contract in a material way provided that notice of rejection is given to the Company in writing setting out the reasons for rejection:
11.1.1. in the case of a defect that is reasonably apparent on a visual inspection within 48 hours of collection / delivery; and
11.1.2. in the case of any other defect, within three business days of the defect becoming reasonably apparent on normal visual inspection.
11.1.3. Following notification under clause 11.1 the Buyer shall ensure that the Company’s representatives have a reasonable opportunity to examine the Goods and delivery documentation at the Buyer’s premises or other location where the Goods are held.
11.1.4. Where the Company agrees that any of the Goods do not conform to the Contract in a material way, the Company will (at its discretion) repair or replace the Goods with Goods that do conform to the Contract within a reasonable period of time. The non-conforming Goods shall be returned by the Buyer within ten working days of request by the Company. The Company shall act reasonably when deciding whether or not the Goods conform to the Contract in a material way.
11.1.5. At the Buyer’s request, the Company shall reimburse the Buyer's reasonable costs in returning any Goods to the Company which the Company has agreed to repair or replace.
12. Cancellation and return of Goods
12.1. The Buyer may not cancel any order following its acceptance by Argonaut, other than with the Company’s written agreement.
12.2. Where the Company agrees that an order may be cancelled: Goods that are to be returned to the Company, must be returned to the Company at the Buyer's expense and in the same condition as they were at collection or delivery.
12.3. If the order is cancelled the Buyer shall pay for all stock (finished or unfinished) that Argonaut may then hold (or to which it is committed) for the order.
13. Indemnity
13.1. The Buyer shall indemnify the Company 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 the Company arising out of or in connection with:
13.1.1. the Buyer's breach or negligent performance or non-performance of the Contract;
13.1.2. the Company agreeing to cancel the Buyer's order for Goods in accordance with clause 12.2;
13.1.3. the Buyer refusing to take delivery or not being present to take delivery in accordance with clauses 8.11 and 8.13.2; and
13.1.4. to the extent that the Goods are to be produced in accordance with a specification supplied by the Buyer, any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the specification.
14. Force majeure
14.1. If, as a result of a Force Majeure Event, the Company is unable to perform its obligations under the Contract (or able to perform them only at unreasonable cost), the following shall apply:
14.1.1. the Company may cancel or suspend performance of its obligations to the Buyer at any time without liability;
14.1.2. the Buyer shall not be liable to pay for any Goods which the Company has been unable to provide because of the Force Majeure Event (unless and until the Company resumes provision of the Goods where the Company has not cancelled the Contract in respect of those Goods).
14.1.3. If a Force Majeure Event prevents the Company from providing any of the Goods for a continuous period of more than three months, the Buyer may, by serving written notice on the Company, cancel the Contract in respect of those Goods.
15. Termination
15.1. Argonaut may at their absolute discretion terminate the Contract or alternatively suspend the Contract if:
15.1.1. The Buyer becomes insolvent (or Argonaut reasonably suspect that the Buyer is insolvent) within the meaning of section 113, the Housing Grants, Construction and Regeneration Act 1996; or
15.1.2. Monies are overdue to be paid under the Contract or under any other contract between the Buyer and Argonaut.
15.1.3. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:
15.1.4. the Buyer breaches clause 6 (Terms of Payment);
15.1.5. the Buyer commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of receipt of written notice of the breach;
15.1.6. the Buyer 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;
15.1.7. the Buyer 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 a company) for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
15.1.8. 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 Buyer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
15.1.9. the Buyer (being an individual) is the subject of a bankruptcy petition order;
15.1.10. a creditor or encumbrance of the Buyer 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;
15.1.11. 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 Buyer (being a company);
15.1.12. a floating charge holder over the assets of the Buyer (being a company) has become entitled to appoint or has appointed an administrative receiver;
15.1.13. a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
15.1.14. the Buyer becomes the subject of administration or an administration order (in each case whether or not the out of court procedure is used);
15.1.15. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.6 to 15.1.17 (inclusive);
15.1.16. the Buyer suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
15.1.17. the Buyer (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.
15.2. Termination or suspension shall be by written notice from Argonaut to the Buyer and shall be effective upon receipt by the Buyer. Termination or suspension shall not entitle the Buyer to damages or other compensation from Argonaut.
15.3. The following clauses shall survive expiry or termination and shall continue in full force and effect, Clauses: 1 (Definitions), 2 (Basis of the Sale), 4 (Design, specification and instructions), 5 (Price of the Goods), 6 (Terms of Payment), 9 (Risk in and Title to property), 10 (Liability for the Goods), 13 (Indemnity), 14 (Force majeure, 15 (Termination), 16 (Dispute Resolution), 17 (Miscellaneous) and any other clause which expressly or by implication has effect after expiry or termination shall continue in full force and effect;
15.4. In the event of termination, Argonaut shall become entitled to exercise its rights under clause 13; and all sums shall become immediately due and payable, notwithstanding any credit terms previously in effect.
16. Dispute Resolution
16.1. Any dispute or difference of any kind whatsoever arising under or in connection with the Contract (save for any dispute or difference in connection with VAT) shall be and is hereby referred to the arbitration of a single arbitrator. If any dispute or difference is referred to arbitration:
16.1.1. If the Parties do not agree upon the appointment of a particular individual as the arbitrator, the President or a Vice-President of the Chartered Institute of Arbitrators shall be requested to appoint an individual to be the arbitrator;
16.1.2. The seat of the arbitration shall be London, England; and
16.1.3. The JCT 2011 edition of the Construction Industry Model Arbitration Rules shall apply.
16.2. Without prejudice to the foregoing clause 16.1 of these Conditions of Sale, any dispute or difference of any kind whatsoever arising under or in connection with the Contract (save for any dispute or difference in connection with VAT) may at any time be referred to adjudication. If any dispute or difference is to be referred to adjudication:
16.2.1. The TeCSA Adjudication Rules current at the date of the notice of adjudication shall apply; and
16.2.2. If the Parties do not agree upon the appointment of a particular individual as the adjudicator, the President or a Vice-President of the Chartered Institute of Arbitrators shall be requested to appoint an individual to be the adjudicator (this for the avoidance of doubt taking precedence over the TeCSA Adjudication Rules adjudicator nomination provisions).
17. Miscellaneous
17.1. Section headings in these Conditions of Sale are for convenience only and do not affect the interpretation of the Contract.
17.2. The Contract constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
17.3. Unless it is made or recorded in writing and in either case signed by a company Director or suitably authorised representative of Argonaut:
17.3.1. No agreement to vary these Conditions of Sale; and
17.3.2. No agreement to dis-apply or not to rely on any of the provisions of these Conditions of Sale, shall be of any effect whatsoever.
17.4. If the Buyer is more than one person, each person is jointly and severally liable for the Buyer's obligations under the Contract.
17.5. Should any part of these Conditions of Sale be found to be illegal, unenforceable and/or otherwise invalid, that part of these Conditions of Sale shall be severed and deleted from the remaining part of these Conditions of Sale, and treated as if it had never been incorporated into the Contract, and the remaining parts of these Conditions of Sale shall remain enforceable and of full force and effect, unless that would fundamentally frustrate the parties' original intentions, in which case it shall terminate immediately.
17.6. Any notice by either Argonaut or the Buyer which is to be served under the Contract shall be served by delivering it to (by signed for delivery) the other’s registered office or principal place of business. All such notices must be signed.
17.7. The documents comprising the Contract are to be read together and as a whole. In the case of any inconsistency, contradiction or ambiguity as between the documents comprising the Contract, the inconsistency, contradiction or ambiguity shall be resolved at Argonaut's discretion.
17.8. A reference to "written" or "writing" includes fax and email.
17.9. These Conditions of Sale do not confer, or purport to confer, any rights on any parties other than the Parties, and the Parties acknowledge that it is not their intention to confer rights on any other parties. For the avoidance of doubt, a person or entity who is not a party to the Contract shall not have any rights under it and shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.The Buyer shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
17.10. The Company may assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
17.11. Any delay by Argonaut in exercising any of their rights under the Contract shall not be and shall not be treated as being any waiver of those rights by Argonaut, and failure by Argonaut to exercise any of their rights on any given occasion shall not prevent Argonaut from exercising those or any other rights on any future occasion.
17.12. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of the Contract or any other contract between Argonaut and the Buyer and the Buyer has not relied on them in entering into any contract.
17.13. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any representation or warranty(whether made innocently or negligently) that is not set out in the clauses or set out in any document referred to in the Contract. Each party agrees that its only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) shall be for breach of contract.
17.14. Nothing in these Conditions limits either party's liability for fraudulent misrepresentation.
17.15. In the event that collection of sums due from the Buyer to Argonaut is referred to a lawyer, debt recovery agent or other person, or if proceedings are brought to collect such sums or to enforce the rights of Argonaut, the Buyer shall pay all costs, commissions, administration charges and fees incurred by Argonaut as a result of collection, including such costs and fees incurred in any Appeal or proceedings and in executing any Judgment.
17.16. The Contract shall be governed by and construed in accordance with the laws of England. The parties agree, to the extent permitted under these Conditions of Sale, to submit to the exclusive jurisdiction of the English Courts.