General terms and conditions
The Customer's attention is drawn in particular to the provisions of clauses 10 and 12.
1. General
1.1. These general terms and conditions (“GTC”) apply to every contract (“Contract”) that is concluded (as referred to in clause 2) between Trodat (UK) Ltd (CRN: SC127743) (“TRODAT”) and the person purchasing goods and/or services from TRODAT (“Customer”), to the exclusion of any terms and conditions of the Customer and any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, unless the parties have expressly agreed otherwise in writing. Hereinafter, the Customer and TRODAT are each a “Party” and together the “Parties”. For online orders, separate terms and conditions also apply (in addition to these GTC), which can be found on TRODAT’s website homepage at [link] .
1.2. The Customer undertakes to TRODAT that it is entering into the Contract in the course of its business and for entirely business purposes.
1.3. Contracts can only be concluded under these GTC. Deviating, conflicting, restrictive or supplementary terms and conditions and regulations of the Customer must be expressly approved by TRODAT in order that they become part of the Contract in individual cases. In particular, acts of contract fulfilment by TRODAT do not constitute consent to any conditions that deviate from these GTC. 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 GTC.
1.4. All of these GTC shall apply to the supply of both goods and any services supplied by TRODAT in relation to the goods except where application to one or the other is specified.
1.5. A reference to writing or written includes fax and email.
1.6. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.7. "Business Day" shall mean a day other than a Saturday, Sunday or public holiday in Glasgow, when banks in London are open for business.
1.8. A references to “goods” in these GTC are to the goods set out in the order received from the Customer (or any part of them).
1.9. 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.
2. Conclusion of Contract
2.1. The Contract is concluded and comes into existence when the Customer places an order and TRODAT accepts the order in accordance with clause 2.2.
2.2. The order is accepted when TRODAT confirms it in writing (Order Confirmation). TRODAT may send an automated, electronic order confirmation. Acceptance does not require a signature in any case.
2.3. In the event that TRODAT submits a quotation, it is always non-binding, subject to change and revocable and is not an offer.
2.4. The information contained in TRODAT’s catalogues, brochures, on its website and the like, as well as other written or oral statements, is only incorporated into the Contract if it is expressly referred to in the order confirmation; otherwise, such information is deemed to be an invitation to the Customer to submit an offer and shall not have any contractual force. TRODAT is entitled to reject any orders without justification.
2.5. The Customer can submit an order in writing, by phone, by fax or via TRODAT’s website or TRODAT’s software platforms.
2.6. TRODAT is entitled to make the acceptance of an order dependent on the provision of a security deposit or advance payment (e.g. deposit, down payment, bank guarantee, etc.), in particular, if TRODAT becomes aware of circumstances relating to the Customer’s economic situation by which TRODAT in its opinion does not appears to be sufficiently secured for the fulfilment by the Customer of its obligations under the Contract, or if the Customer is in default of payment under any other contract with TRODAT.
2.7. Based on measures in the fight against money laundering and the financing of terrorism, TRODAT reserves the right to initiate a know-your-customer process.
2.8. TRODAT shall not be liable for errors due to incorrect ordering of the Customer (in particular when ordering by telephone), unclear writing or unclear fax transmission and the Customer is responsible for ensuring, and will ensure, that the terms of its order and any applicable specification submitted by the Customer or prepared by TRODAT at the instruction of the Customer are complete and accurate. Orders that reach TRODAT by e-mail shall be processed by TRODAT according to the order and information received. The Customer shall be liable for any errors contained therein. TRODAT shall not be liable for transmission errors that are demonstrably of a technical nature. If the Customer has third parties send specifications to TRODAT for processing, this clause 2.8 shall apply accordingly.
3. Prices and Terms of Payment, Offsetting and suspension
3.1. The price of the goods (and any services to be supplied) shall be the price set out in TRODAT’s Order Confirmation or, if no price is set out, the price set out in TRODAT’s published price list as at the date of the Order Confirmation.
3.2. The prices include standard packaging only.
3.3. The prices exclude all amounts in respect of VAT and all postage and delivery and/or shipping fees and charges (for example, transport insurance, special packaging and freight), which will be charged separately to the Customer. If any other fees, taxes or other charges are levied by any person in relation to the delivery of the goods, they shall also be borne by the Customer. The packaging will only be retained or disposed of by TRODAT by express written agreement.
3.4. TRODAT may, by giving notice to the Customer at any time before delivery, increase the price of the goods and services to reflect any increase in the cost of the goods and/or services to be supplied that is due to:
3.4.1. any factor beyond TRODAT’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.4.2. any request by the Customer to change the delivery date(s), quantities or types of goods or services ordered, or any applicable specification; or
3.4.3. any delay caused by any instructions of the Customer or failure by the Customer to give TRODAT adequate or accurate information or instructions.
3.5. Unless expressly agreed otherwise by TRODAT in writing, payment of an invoice must be made by the Customer and received by TRODAT in full within 7 (seven) days of the invoice date. Time for payment shall be of the essence of the Contract. TRODAT may invoice the Customer for the goods and services supplied on or at any time after despatch of the goods (or any part thereof) to the Customer from TRODAT’s premises.
3.6. In order to settle an invoice, payment must be made in full by bank transfer to the specified TRODAT bank account or – if permitted by TRODAT– by credit card.
3.7. If payment in instalments is agreed (which for the avoidance of doubt is not permitted unless agreed by TRODAT in writing), the entire outstanding amount will become immediately due and payable if one instalment is missed.
3.8. If the Customer fails to pay an invoice on its due date for payment, the Customer is in default without the need for a written notification from TRODAT. Unless expressly agreed otherwise by TRODAT in writing, if the Customer fails to make a payment due to TRODAT under the Contract by its due date for payment, then, without limiting TRODAT’s other rights and remedies under the Contract, the Customer shall pay interest on the overdue sum from the due date until payment in full of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
3.9. Without limiting its other rights or remedies, TRODAT may suspend provision of the goods and/or services under the Contract and/or any other contract between the Customer and TRODAT if the Customer becomes subject to any of the events listed in clause 15.2, or TRODAT reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract or any other contract between the Customer and TRODAT on the due date for payment or if TRODAT’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 of its obligations. TRODAT shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause.
3.10. All amounts due under the Contract by the Customer 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).
4. Transfer of Risk and Place of Fulfilment
Risk in the goods shall transfer to the Customer on completion of delivery of the goods. This also applies if it is a partial delivery, if the delivery takes place as part of an assembly and if the transport is carried out or organised and managed by TRODAT.
5. Delivery, Delay in Acceptance and Delivery
5.1. TRODAT shall deliver the goods to the location set out in the Order Confirmation (Delivery Location) unless it has been agreed in writing that the Customer shall collect the goods from TRODAT’s premises (Collection Location), at the Customer’s expense. Unless otherwise agreed in writing, the delivery and mode of delivery shall take place exclusively at the discretion of TRODAT. If it is agreed that the Customer will collect the goods, the Customer shall collect within three Business Days of TRODAT notifying the Customer that the goods are ready for collection.
5.2. Delivery is completed on the completion of the unloading the goods at the Delivery Location or the loading of the goods at the Collection Location, as the case may be.
5.3. The estimated time for delivery or collection is as set out in the Order Confirmation. However, such times shall be automatically extended to account for the time it takes to obtain all details, actions and/or instructions from the Customer required to fulfil the order (e.g. all commercial or technical questions, provision of the necessary official certificates, consents approvals, payment of an agreed deposit or advance payment) or, in the case of finishing measures to be carried out by TRODAT on the goods or as a part of the services, to obtain the fault-free primary materials or pursuant to clause 3.9 or clause 5.5.
5.4. Any dates quoted for delivery or collection are approximate only, and the time of delivery is not of the essence.
5.5. If an unforeseeable event, circumstance or cause beyond TRODAT‘s reasonable control hinder compliance with the estimated delivery period, the estimated delivery period shall in such case be extended by the duration of these circumstances. Such events, circumstances and causes shall include (but not be limited to) natural disasters, armed conflicts, official interventions and bans, delayed transport and customs clearance, transport damage, government action, shortage of energy and raw materials, labour disputes (in particular strikes and industrial disputes), epidemics, pandemics and non-performance or delay by a supplier that is difficult to replace (Force Majeure Event).
5.6. If TRODAT fails to deliver the goods to the Customer, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods. TRODAT shall have no liability for any failure to deliver the goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide TRODAT with adequate delivery instructions or any other instructions that are relevant to the supply of the goods or the services or any circumstance set out in clause 5.3 or clause 3.9.
5.7. TRODAT is entitled to deliver or notify goods for collection in advance of estimated delivery times.
5.8. TRODAT is entitled to make partial deliveries, which shall be invoiced and paid for separately. Each partial delivery shall constitute a separate contract. Any delay in delivery or defect in a partial delivery shall not entitle the Customer to cancel any other partial delivery.
5.9. If the Customer fails to take or accept the goods at the time proposed for collection by TRODAT or at the time of attempted delivery by TRODAT (Delivery Time), then, except where such failure or delay is caused by a Force Majeure Event or TRODAT’s failure to comply with its obligations under the Contract in respect of the goods:
5.9.1. delivery of the goods shall be deemed to have been completed at the Delivery Time; and
5.9.2. TRODAT shall store the goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.10. Without prejudice to TRODAT’s right to submit an invoice to the Customer for the goods and the Customer’s obligation to pay such invoice, if 10 Business Days after the Delivery Time the Customer has not taken or accepted actual delivery of the goods (by delivery or collection), TRODAT may, but shall not be obliged to, resell or otherwise dispose of part or all of the goods. In the event of such re-sale, the Customer’s liability to TRODAT shall be reduced by an amount equal to the price (if any) actually received by TRODAT from any such re-sale or disposal.
6. Delivery to Third Parties
If, within the scope of an order the Customer has placed, the Customer wishes for the delivery in question or parts thereof to be delivered and invoiced to third parties (e.g. customer subsidiar or sales partner), TRODAT may consider and action such a request (at it’s sole discretion) but the Customer shall remain fully liable under this Contract (including, without limitation, in respect of payment of invoices submitted by TRODAT whether to the Customer or to any third party).
7. 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 a Force Majeure Event. This clause 7 shall not apply to any of the Customer’s payments obligations under the Contract.
8. Changes to Orders
8.1. In the case of all orders, TRODAT is entitled to procure the material for the entire order and to produce the entire order quantity immediately. Therefore, the Customer cannot make any changes to an order once the order has been accepted by TRODAT, unless TRODAT agrees in writing.
8.2. TRODAT reserves the right to amend any specification provided by, or prepared by TRODAT for, the Customer if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect or vary the specification or the services to be provided in respect of the specification.
9. Warranty, Notification of Defects
9.1. TRODAT warrants that the goods during the Warranty Period (as defined below) shall conform with their description and any specification provided by the Customer in all material respects and are free from material defects in design, material, manufacture and assembly.
9.2. The warranty period is 12 months and begins on the date of the transfer of risk in the goods to the Customer under these GTC (Warranty Period).
9.3. No warranty is provided for insignificant or minor defects, regardless of whether they can be remedied or repaired.
9.4. Non-compliance with clause 9.1 must be reported by the Customer to TRODAT as soon as reasonably practicable after the date of discovery, but no later than 14 days after discovery, and in any event within the Warranty Period. Notifications must always be made in writing and must be specify in reasonable detail why, in the Customer’s opinion, the goods do not conform with clause 9.1 (Rejected Goods). If the Customer fails to notify TRODAT in accordance with this clause 9.4, the goods are considered accepted by the Customer and they shall not be covered under the warranty provided in this clause 9.
9.5. The Rejected Goods must be properly stored, not used further and kept available for inspection by TRODAT until the matter has been resolved between the Parties. At TRODAT’s request, the Rejected Goods shall be returned to TRODAT at the expense and risk of the Customer. If the warranty claim is accepted by TRODAT, these return costs will be reimbursed by TRODAT.
9.6. The Customer must always prove that the defect arose within the Warranty Period. Subject to clause 10 and the Customer complying with this clause 9, if there is a breach of clause 9.1 by TRODAT, TRODAT can choose, at its sole discretion and at its cost, between:
9.6.1. repairing the Rejected Goods (or the defective parts of the Rejected Goods) on the Customer’s premises;
9.6.2. having the Rejected Goods (or the defective parts of the Rejected Goods) returned to it for the purpose of repair;
9.6.3. replacing the Rejected Goods (or the defective parts of the Rejected Goods); or
9.6.4. offering a reasonable purchase price reduction or refund of the price of the Rejected Goods (or the defective parts of the Rejected Goods).
10. Limits of Warranty
10.1. Under no circumstances shall TRODAT be liable under clause 9 to provide the warranty if changes, alterations or repairs to the Rejected Goods are made by the Customer or a third party without authorisation in writing from TRODAT. Likewise, in so far and whenever the Customer does not use original parts from TRODAT or parts recommended by TRODAT or verifiably equivalent third-party products, claims under the warranty are excluded.
10.2. Further, TRODAT shall not be liable for the goods' failure to comply with any of the warranties set out in clause 9.1 if:
10.2.1. the Customer makes any further use of such goods after having made the discovery that the goods do not comply with any such warranties;
10.2.2. the defect arises because the Customer failed to follow TRODAT’s oral or written instructions (including those contained in documents and materials made available to the Customer by TRODAT) as to the storage, operation, safety, care, use and/or maintenance of the goods or (if no such instructions are given or materials or documents made available) good trade practice regarding the same;
10.2.3. the defect arises as a result of TRODAT following any drawing, design or specification supplied by the Customer or prepared by TRODAT at the Customer’s request;
10.2.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.2.5. the goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
10.2.6. the defect arises because the Customer failed to follow applicable law and/or regulation and/or good trade practice in relation to the use, safety, operation, maintenance, storage or care of the goods.
11. Custom-made Products and specifications
11.1. Where a Customer requires custom-made goods, the Customer shall notify TRODAT in writing of their specification together with the necessary documents requested by TRODAT for processing and consideration of the specification.
11.2. TRODAT reserves the right to amend any specification provided by a Customer if required by any applicable statutory or regulatory requirement, and TRODAT shall notify the Customer in any such event.
12. Limitation of Liability
12.1. References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise arising out of any use made or resale of the goods by the Customer, or of any product incorporating any of the goods.
12.2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.2.1. death or personal injury caused by negligence;
12.2.2. fraud or fraudulent misrepresentation;
12.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
12.2.4. defective products under the Consumer Protection Act 1987.
12.3. Subject to clause 12.2, TRODAT’s total liability to the Customer under the Contract shall not exceed an amount equal to all sums paid by the Customer to TRODAT in respect of the order which the goods the subject of the relevant claim were part.
12.4. Subject to clause 12.2, TRODAT shall not be liable for any of the following types of loss:
12.4.1. loss of profits;
12.4.2. loss of sales or business;
12.4.3. loss of agreements or contracts;
12.4.4. loss of anticipated savings;
12.4.5. loss of use or corruption of software, data or information;
12.4.6. loss of or damage to goodwill; and
12.4.7. indirect or consequential loss.
12.5. Except as provided in clause 9, TRODAT shall have no liability to the Customer in respect of any failure by TRODAT to comply with the warranties set out in clause 9.1.
12.6. TRODAT has given commitments as to compliance of the goods and services with relevant specifications under clause 9.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.7. In relation to a claim by the Customer against TRODAT for breach of a term of the Contract, unless the Customer issues and serves legal proceedings on TRODAT within the notice period, TRODAT shall have no liability whatsoever for the claim in question. The notice period shall start on the day on which the Customer became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the particular circumstances and shall expire 9 months from that date.
12.8. These GTC shall apply to any repaired or replacement goods and any related services supplied by TRODAT.
12.9. This clause 12 shall survive termination of the Contract.
13. Title
13.1. Title to the goods shall remain with TRODAT until the earlier of:
13.1.1. TRODAT receiving payment in full (in cash or cleared funds and including any interest and charges) for:
13.1.1.1. the goods; and
13.1.1.2. any other goods that TRODAT has supplied to the Customer in respect of which payment has become due,
in which case title to the goods shall pass to the Customer at the time of payment of all such sums; and
13.1.2. the Customer resells the goods, in which case title to the goods shall pass to the Customer at the time specified in clause 13.3.i
13.2. Until title to the goods has passed to the Customer, the Customer shall:
13.2.1. store the goods separately from all other goods held by the Customer so that they remain readily identifiable as TRODAT’s property;
13.2.2. not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
13.2.3. maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
13.2.4. notify TRODAT immediately if it becomes subject to any of the events listed in clause 15.2; and
13.2.5. give TRODAT such information as TRODAT may reasonably require from time to time relating to:
13.2.5.1. the goods; and
13.2.5.2. the ongoing financial position of the Customer.
13.3. Subject to clause 13.4, the Customer may resell or use the goods in the ordinary course of its business (but not otherwise) before TRODAT receives payment for the goods. However, if the Customer resells the goods before that time:
13.3.1. it does so as principal and not as TRODAT’s agent; and
13.3.2. title to the goods shall pass from TRODAT to the Customer immediately before the time at which resale by the Customer occurs.
13.4. At any time before title to the goods passes to the Customer, TRODAT may:
13.4.1. by notice in writing, terminate the Customer's right under clause 13.3 to resell the goods or use them in the ordinary course of its business; and
13.4.2. require the Customer to deliver up all goods in its possession that have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer (or of any third party where the goods are stored) on notice and during normal business hours in order to recover them.
13.5. Without limiting and without prejudice to TRODAT’s other rights or remedies and clause 13.3, the Customer hereby assigns all of their claims against third parties to TRODAT from the resale by the Customer of any of the goods to secure TRODAT‘s claims under this Contract, even if the goods have been processed, connected, transformed or mixed, and undertakes to make a corresponding note in its books and on its invoices. Upon request by TRODAT, the Customer shall, and shall use all endeavours to procure that any necessary third party shall, immediately provide TRODAT with all information and documents required in connection with such claims and promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this clause 13.5.
13.6. Pledging or the assignment as security of the goods by the Customer or an assignment of claims from the resale of the goods to third parties by the Customer is not permitted, except as set out in clause 13.5.
13.7. TRODAT may at any time after delivery elect to transfer title in the goods to the Customer, in which case the Customer shall immediately pay the price of the goods to TRODAT.
14. Intellectual Property
14.1. TRODAT shall own all industrial property rights and intellectual property rights arising under, out of or in connection with this Contract, in particular in the goods, services, designs, products, software, manufacturing processes, user manuals, technical documents, catalogues, brochures and drawings.
14.2. The Customer is not entitled to change the appearance of or alter the goods in any way. Furthermore, the Customer is not entitled to amend the brands or other trademarks of TRODAT on the goods, to detach any such brands or marks from the goods, packaging or accompanying documents or to use them for any purpose.
14.3. For goods and/or services supplied according to the Customer’s specification(s) and/or designs (whether provided in writing or otherwise and whether provided by the Customer or prepared or designed by TRODAT at the Customer’s request or instruction), the Customer warrants and guarantees that there is no infringement of any third party’s intellectual property rights and that the Customer has all necessary rights, licences, patents, designs or otherwise has all rights to use all intellectual property within such designs and/or specifications or the materials containing such design or specifications. The Customer undertakes to fully support TRODAT in the event of a claim or legal action being brought by a third party against TRODAT who claim that their rights have been violated or infringed and the Customer shall indemnify TRODAT against all liabilities, costs, expenses, damages and losses (including all direct, indirect or consequential losses, loss of profit, loss of reputation, all interest, penalties and all legal and other professional costs and expenses) suffered or incurred by TRODAT in connection with any claim made against TRODAT for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with TRODAT’s use of such specification(s) and/or designs and/or TRODAT acting upon the instructions of the Customer in relation to such specification(s) and/or designs. This clause shall survive termination of the Contract.
14.4. If, in the course of the provision of services or goods by TRODAT, doubts arise as to the existence of the necessary rights of the Customer in relation to a design or specification and the Customer is not able to prove its rights to the satisfaction of TRODAT, TRODAT is entitled to terminate the Contract with immediate effect upon written notice (in which case the Contract shall be terminated upon receipt by the Customer of written notice from TRODAT) and, without prejudice to clause 14.3, the provisions of clause 15.4 shall apply.
14.5. The Customer grants TRODAT a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify the specification and any materials provided by the Customer to TRODAT for the term of the Contract for the purpose of providing the goods and services to the Customer.
15. Termination
15.1. Without affecting any other right or remedy available to it, TRODAT may terminate this Contract without reason on giving not less than 3 Business Days‘ written notice to the Customer.
15.2. Without limiting its other rights or remedies, TRODAT may terminate this Contract with immediate effect by giving written notice to the Customer if:
15.2.1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of being notified in writing to do so;
15.2.2. the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation, liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 15.2.2;
15.2.3. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation;
15.2.4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
15.2.5. the Customer'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.
15.3. Without limiting its other rights or remedies, TRODAT 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.
15.4. On termination of the Contract for any reason:
15.4.1. the Customer shall immediately pay to TRODAT all of TRODAT‘s outstanding unpaid invoices, interest and charges; and
15.4.2. in respect of goods delivered but for which no invoice has been submitted, TRODAT shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
15.4.3. in respect of services performed and goods not yet delivered but which have been manufactured or produced (whether in whole or in part) under or pursuant to the Contract and which, in the reasonable opinion of TRODAT, cannot be re-sold by TRODAT in a timely manner, TRODAT shall submit an invoice or invoices to the Customer for:
15.4.3.1. in respect of finished goods, the price of those finished goods and related services performed (and TRODAT shall deliver those goods to the Customer in accordance with clause 5); and
15.4.3.2. in respect of unfinished goods and related services performed, an amount equal to all costs and expenses incurred by TRODAT in the provsion of the services and production and/or manufacture of such goods up until the point of termination, capped at a maximum amount equal to the aggregate price of the services and goods in question,
each of which shall be payable by the Customer immediately on receipt.
15.5. Termination or expiry of the Contract, however arising, shall not affect any of the Parties' rights and remedies that have accrued as at 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.
15.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
16. Data Protection
The Parties shall comply with the data protection obligations set out in [link to document] .
17. Indemnity
The Customer shall indemnify TRODAT in full 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 all legal and other professional costs and expenses) suffered or incurred by TRODAT in connection with any breach of the Contract by the Customer. This clause shall survive termination of the Contract.
18. Notices
18.1. Any notice given to a Party under or in connection with the Contract shall be in writing and shall be:
18.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
18.1.2. sent by email to the following addresses:
18.1.2.1. Supplier: [email protected]
18.1.2.2. Customer: any email address held on file by TRODAT for the Customer
18.2. Any notice shall be deemed to have been received:
18.2.1. if delivered by hand, at the time the notice is left at the proper address;
18.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
18.2.3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. Business Hours means the period from 9.00 am to 5.00 pm on any Business Day.
18.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19. Final Provisions
19.1. If an individual provision(s) or part-provision of the Contract or these GTC is or becomes invalid, illegal, ineffective or unenforcable, it shall be deemed deleted, but that shall not affect the validity, the effectiveness or the enforcability of the remaining provisions of the Contract and the GTC. If any provision of the Contract or these GTC is deemed deleted 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.
19.2. TRODAT may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
19.3. Under no circumstances is the Customer authorised to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract.
19.4. The Customer is not entitled, without the prior written agreement from TRODAT, to use on its products, announcements, advertising or other documents, TRODAT’s name or any part thereof or any other reference to TRODAT or its affiliated or associated companies.
19.5. Amendments, variations or additions to the Contract or these GTC are only effective if they are recorded in writing and signed by the Parties (or their authorised representatives).
19.6. The Contract constitutes the entire agreement between the Parties. 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.
19.7. Except as set out in clause 2.4, 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.
19.8. 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.
19.9. 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.
20. Applicable Law, Place of Jurisdiction
20.1. 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.
20.2. Each Party irrevocably agrees, for the sole benefit of TRODAT that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over 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. Nothing in this clause shall limit the right of TRODAT to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
