Distributors of Marine & Industrial Equipment
1.1 - In these Conditions the following definitions apply:
Affiliate - means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Bribery Laws - means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day - means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Conditions - means Arleigh’s terms and conditions of sale set out in this document;
Confidential Information - means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract - means the agreement between Arleigh and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Order;
Control - has the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;
Customer - means the person who purchases the Goods from Arleigh and whose details are set out in the Front Sheet and Order;
Data Protection Laws - means (a) any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a party is subject, including the Data Protection Act 2018 and the GDPR and all legislation enacted in the UK in respect of the protection of personal data; and (b) any code of practice or guidance published by the ICO (or equivalent regulatory body) from time to time;
Force Majeure - means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving Arleigh’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods - means the goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by Arleigh to the Customer;
Intellectual Property Rights -means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in Confidential Information, rights to sue for passing off, domain names and all similar rights and, in each case:
- whether registered or not
- including any applications to protect or register such rights
- including all renewals and extensions of such rights or applications
- whether vested, contingent or future
- to which the relevant party is or may be entitled, and
- in whichever part of the world existing;
Location - means the address(es) for delivery of the Goods as set out in the Order;
MSA Offence - has the meaning given in clause 11.1.1;
Order - means an order for the Goods from Arleigh placed by the Customer in substantially the same form set out in Arleigh’s sales order form;
Personal Data - means any personal data (as defined in the Data Protection Laws) Processed by either party in connection with this agreement;
Price - has the meaning given in clause 3.1;
Processing - has the meaning set out in the Data Protection Laws (and "Process" and "Processed" shall be construed accordingly);
Specification - means the descriptionor specification of the Goods and their packaging set out or referred to in the Order; and
VAT - means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.
1.2 - In these Conditions, unless the context requires otherwise:
1.2.1 - any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.2 - a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 - a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 - a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 - a reference to a gender includes each other gender;
1.2.6 - words in the singular include the plural and vice versa;
1.2.7 - any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 - a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);
1.2.9 - a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and
1.2.10 - a reference to legislation includes all subordinate legislation made from time to time under that legislation.
2.1 - These Conditions apply to and form part of the Contract between Arleigh and the Customer. These Conditions supersede any previously issued terms and conditions of purchase or supply.
2.2 - No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Arleigh otherwise agrees in writing.
2.3 - No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Arleigh.
2.4 - Each Order by the Customer to Arleigh shall be an offer to purchase the Goods subject to these Conditions.
2.5 - An Order may be withdrawn or amended by the Customer at any time before acceptance by Arleigh. If Arleigh is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
2.6 - The offer constituted by an Order shall remain in effect and capable of being accepted by Arleigh for 5 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.7 - Arleigh may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
2.7.1 - Arleigh’s written acceptance of the Order; or
2.7.2 - Arleigh dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).
2.8 - Rejection by Arleigh of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.9 - Arleigh may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.
2.10 - Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
3.1 - The price for the Goods shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with Arleigh’s scale of charges in force from time to time before the date the Order is made (Price).
3.2 - Where applicable, the Prices are exclusive of:
3.2.1 - packaging, delivery, and insurance which shall be charged in addition at Arleigh’s standard rates;
3.2.2 - VAT (or equivalent sales tax); and
3.2.3 - other taxes or duties that may be payable.
3.3 - The Customer shall pay any applicable VAT to Arleigh on receipt of a valid VAT invoice.
3.4 - Arleigh may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to Arleigh of supplying the relevant Goods by reason of fluctuation in exchange rates, increase in the manufacturer’s price, variation in rates of duty or any other reason whatsoever.
3.5 - Arleigh may amend the Price to take into account accidental errors or any variations in the Order agreed with the Customer.
4.1 - Unless otherwise agreed by Arleigh, Arleigh shall invoice the Customer for the Goods (at Arleigh's sole discretion) at:
4.1.1 - the time an Order for the Goods has been placed; or
4.1.2 - the time the Goods have been dispatched.
4.2 - Unless otherwise agreed by Arleigh, the Customer shall pay all invoices:
4.2.1 - in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and
4.2.2 - in accordance with the terms set out on the invoice.
4.3 - Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 - Arleigh may, without limiting its other rights, charge interest on such sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time; and
4.3.2 - interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
4.4 - Without prejudice to clause 4.3, the Customer is to reimburse all costs, expenses (including legal costs) incurred by Arleigh in the collection of any overdue amounts.
4.5 - If the Customer fails to pay for the Goods, Arleigh may suspend further deliveries on the same Order and on any other order from the Customer without prejudice to any other right Arleigh may have.
5.1 - Credit accounts may be opened by Arleigh upon receipt of a completed and satisfactory credit application form, two satisfactory trade references, a satisfactory bank reference, receipt of the Customer’s letterhead and any other due diligence that Arleigh may require.
5.2 - Arleigh may vary, suspend or withdraw credit facilities at any time at its discretion, and withhold all further supplies if the Customer exceeds any credit limit agreed by Arleigh.
6.1 - An Order shall specify whether the Goods are to be:
6.1.1 - delivered by Arleigh, or by a carrier appointed by Arleigh, to the Location on the date(s) specified in the Order; or
6.1.2 - made available for collection by the Customer at Arleigh’s, or carrier’s, premises set out in the Order (as the case may be). The Customer shall collect the Goods within the period specified in the Order.
6.2 - The Goods shall be deemed delivered:
6.2.1 - if delivered by Arleigh under clause 6.1.1, on arrival of the Goods at the Location;
6.2.2 - if delivered by a carrier under clause 6.1.1, on delivery of the Goods by Arleigh to the carrier; or
6.2.3 - if collected by the Customer under clause 6.1.2, when Arleigh makes the Goods available for collection at Arleigh’s, or carrier’s, premises (as the case may be).
6.3 - The Customer shall not be entitled to reject any delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied provided the volumes are within the tolerances (if any) set out in the Order.
6.4 - The Goods may be delivered in instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 - Time of delivery is not of the essence. Arleigh shall use its reasonable endeavours to meet delivery dates but such dates are approximate only.
6.6 - Arleigh shall not be liable for any delay in or failure of delivery caused by:
6.6.1 - the Customer’s failure to:
(i) make the Location available,
(ii) prepare the Location as required for delivery; or
(iii) provide Arleigh with adequate instructions for delivery;
6.6.2 - the Customer’s failure to collect the Goods from Arleigh’s premises; or
6.6.3 - Force Majeure.
6.7 - If the Customer fails to accept delivery of the Goods Arleigh shall store and insure the Goods pending delivery, and the Customer shall pay all reasonable costs and expenses incurred by Arleigh in doing so.
6.8 - If 10 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, Arleigh may resell or otherwise dispose of the Goods. Arleigh shall:
6.8.1 - deduct all reasonable storage charges and costs of resale; and
6.8.2 - account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.
6.9 - The Customer shall notify Arleigh in writing of:
6.9.1 - non-delivery of the Goods within 5 Business Days of the expected delivery date as set out on Arleigh's invoice;
6.9.2 - incomplete delivery of the Goods (other than those Goods expected to be delivered in instalments), in writing within 5 Business Days of the delivery of the Goods.
6.10 - When you return Goods to us:
6.11 - which are incorrectly supplied and/or are returned as new in their original packaging, such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods and proof of purchase (in the form of our invoice for the original supply of the Goods) is supplied; and
6.12 - for any other reason, we will examine the returned Goods and will notify you in writing or via e-mail within a reasonable time of the refund (if any at all) to which you are entitled. We will usually process the refund due to you as soon as possible thereafter. For any entitlement of a refund to be due to you, the returned Goods must be in the same condition in which you received them with the original packaging and the product documentation. The Goods must not have been used (such as any smell of without limitation fuel, toxins or rubber shall invalidate any refund due to you) and, where applicable, must not have been removed from the sealed clear packaging. This includes electrical items, which are supplied in sealed clear packaging. Goods returned to us because they fail to comply with the Warranty shall be refunded in accordance with the provisions of the Warranty Conditions.
6.13 - "Special Order" means any Goods that are not held in stock by us (a non-stock item) and are therefore ordered and/or manufactured specifically as per your request. Payment in full is required for such Special Orders at the time the Special Order is placed with us. Special Orders are non-refundable except at our sole discretion. We reserve the right to apply a restocking fee of 25% of the price of the Special Order, which shall be deducted from any refund due to you."
6.14 - We will normally refund any money due to you using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.
6.15 - Please Note: we will not accept responsibility for loss or damage of returning Goods during transit.
Risk in the Goods shall pass to the Customer on delivery of the Goods, pursuant to clause 6.2.
8.1 - Title to the Goods shall pass to the Customer once Arleigh has received payment in full and cleared funds for the Goods. Payment in full and cleared funds for the Goods includes any additional amounts payable under the terms of these Conditions.
8.2 - Arleigh reserves the right of ownership in all tools, plans, materials, designs, drawings, samples and specifications relating to the Goods and such documents shall not be copied, reproduced, assigned, transferred or shown to third parties without the consent of Arleigh.
8.3 - Until title to the Goods has passed to the Customer, the Customer shall:
8.3.1 - hold the Goods as bailee for Arleigh;
8.3.2 - store the Goods separately from all other material in the Customer’s possession;
8.3.3 - take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.3.4 - insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Arleigh’s interest on the policy;
8.3.5 - ensure that the Goods are clearly identifiable as belonging to Arleigh;
8.3.6 - not remove or alter any mark on or packaging of the Goods;
8.3.7 - inform Arleigh immediately if it becomes subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.6; and
8.3.8 - on reasonable notice permit Arleigh to inspect the Goods during the Customer’s normal business hours and provide Arleigh with such information concerning the Goods as Arleigh may request from time to time.
8.4 - Notwithstanding clause 8.3, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 17.1.1 to 17.1.6 has occurred or is likely to occur.
8.5 - If the Customer resells the Goods in accordance with clause 8.4, title to the Goods shall pass to the Customer immediately prior to the resale.
8.6 - If, at any time before title to the Goods has passed to the Customer, the Customer informs Arleigh, or Arleigh reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 17.1.1 to 17.1.6, Arleigh may:
8.6.1 - require the Customer at the Customer’s expense to re-deliver the Goods to Arleigh; and
8.6.2 - if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
9.1 - The Customer acknowledges that Arleigh is not the manufacturer of any Goods supplied. On this basis, Arleigh does not provide any warranty or guarantee in respect of the quality of the Goods. However, Arleigh will use its reasonable endeavours to pass on to the Customer the benefit of any product warranty that it receives from the manufacturers and/or its suppliers in respect of the Goods provided to the Customer. In the event the manufacturer does deliver defective or non-conforming Goods to Customer, Arleigh shall use reasonable endeavours to procure that the manufacturer rectifies such defect or non-conformance in accordance with the terms of the manufacturer’s warranty.
9.2 - The Customer warrants that it has provided Arleigh in writing with all relevant, full and accurate information as to the Customer’s business and needs.
9.3 - Except as set out in this clause 9, Arleigh gives no warranties and makes no representations in relation to the Goods and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
10.1 - For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 - The Customer shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 - all of the Customer’s personnel;
10.2.2 - all others associated with the Customer; and
10.2.3 - all of the Customer’s subcontractors;
involved in performing the Contract so comply.
10.3 - Without limitation to clause 10.2, the Customer shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
10.4 - The Customer shall immediately notify the other as soon as it becomes aware of a breach, or possible breach of any of the requirements in this clause 10.
10.5 - Any breach of this clause 10 by the Customer shall be deemed a material breach of this agreement that is not remediable and entitle Arleigh to immediately terminate this agreement by notice under clause 17.1.1.
11.1 - The Customer undertakes, warrants and represents that:
11.1.1 - neither the Customer nor any of its officers, employees, agents or subcontractors has:
(a) - committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
(b) - been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
(c) - is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
11.1.2 - it shall comply with the Modern Slavery Act 2015 and any relevant policies of Arleigh or its Affiliates that may be in effect from time to time;
11.1.3 - it shall notify Arleigh immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 11.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
11.2 - Any breach of clause 11.1 by the Customer shall be deemed a material breach of the Contract and shall entitle Arleigh to terminate the Contract with immediate effect.
The Customer shall indemnify Arleigh from and against any losses, damages, liability, costs (including legal fees) and expenses which Arleigh may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
13.1 - The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 - Subject to clause 13.4, Arleigh’s total liability under an Order shall not exceed 125% of the invoice value of the Goods.
13.3 - Subject to clause 13.4, Arleigh shall not be liable for
13.3.1 - any indirect, consequential, special or punitive loss, damage, costs or expenses;
13.3.2 - loss of profit;
13.3.3 - loss of business;
13.3.4 - loss of income or revenue;
13.3.5 - loss or corruption of or damage to data;
13.3.6 - waste of management or office time; or
13.3.7 - depletion of goodwill.
13.4 - Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
13.4.1 - death or personal injury caused by negligence;
13.4.2 - fraud or fraudulent misrepresentation;
13.4.3 - any other losses which cannot be excluded or limited by applicable law;
13.4.4 - any losses caused by wilful misconduct.
14.1 - The Customer acknowledges that Arleigh is not the manufacturer of any Goods supplied. On this basis, the Customer does not warrant that the Goods will not infringe the Intellectual Property Rights of any third party however Arleigh shall use its reasonable endeavours to pass on to the Customer the benefit of any warranties in respect of Intellectual Property Rights that it receives from its suppliers in respect of the Goods.
14.2 - The Customer shall indemnify Arleigh against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Arleigh in connection with any claim arising from any modification or use of Goods other than in accordance with the Contract or Arleigh’s instructions.
15.1 - The Customer shall keep confidential all Confidential Information of Arleigh and of any Affiliate of Arleigh, and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
15.1.1 - any information which was in the public domain at the date of the Contract;
15.1.2 - any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
15.1.3 - any information which is independently developed by the Customer without using information supplied by Arleigh or by any Affiliate of Arleigh; or
15.1.4 - any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
15.2 - This clause 15 shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.
16.1 - A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
16.1.1 - promptly notifies the other party of the Force Majeure event and its expected duration; and
16.1.2 - uses its best endeavours to minimise the effects of that event.
16.2 - If, due to Force Majeure, a party:
16.2.1 - is or shall be unable to perform a material obligation; or
16.2.2 - is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days
the other party may, within 30 days, terminate the Contract on immediate notice.
17.1 - Arleigh may terminate the Contract at any time by giving notice in writing to the Customer if:
17.1.1 - the Customer commits a material breach of the Contract and such breach is not remediable;
17.1.2 - the Customer commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;
17.1.3 - the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that Arleigh has given notification to the Customer that the payment is overdue;
17.1.4 - any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled;
17.1.5 - the Customer stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
17.1.6 - the Customer:
(a) - is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Arleigh reasonably believes that to be the case;
(b) - becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(c) - has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(d) - has a resolution passed for its winding up; or
(e) - has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it.
17.2 - Arleigh may at its sole discretion terminate the Contract any time by giving not less than 4 weeks notice in writing to the Customer if the Customer undergoes a change of Control.
17.3 - If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Arleigh to terminate the Contract under this clause 17, it shall immediately notify Arleigh in writing.
17.4 - Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Arleigh at any time up to the date of termination.
19.1 - The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
19.2 - The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
19.2.1 - the business managers of the parties shall meet to discuss the dispute and attempt to resolve it;
19.2.2 - if the business managers are unable to resolve the dispute, then the matter shall be referred to a member of senior management (or persons of equivalent seniority) to resolve it,
in each case within a reasonable time taking into account the nature and complexity of the relevant dispute.
19.3 - Either party may issue formal legal proceedings or commence mediation or arbitration at any time whether or not the steps referred to in this clause 19 have been completed.
20.1 - Any notice given by a party under these Conditions shall:
20.1.1 - be in writing and in English;
20.1.2 - be signed by, or on behalf of, the party giving it; and
20.1.3 - be sent to the relevant party at the address set out in the Contract.
20.2 - Notices may be given, and are deemed received:
20.2.1 - by hand: on receipt of a signature at the time of delivery;
20.2.2 - by recorded post: at 9.00 am on the second Business Day after posting; and
20.3 - This clause 20 does not apply to notices given in legal proceedings or arbitration.
21.1 - The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
21.2 - Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
21.3 - Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed or executed by, or on behalf of, Arleigh.
The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Arleigh’s prior written consent.
24.1 - Arleigh shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Arleigh has with the Customer.
24.2 - The Customer shall pay all sums that it owes to Arleigh under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
The Customer recognises that any breach or threatened breach of the Contract may cause Arleigh irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Arleigh, the Customer acknowledges and agrees that Arleigh is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
No failure, delay or omission by Arleigh in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Order shall prevail.
31.1 - Except as expressly provided for in clause 31.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
31.2 - Any Affiliate of Arleigh shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.