NATURALIGHT SYSTEMS LIMITED TERMS & CONDITIONS OF SUPPLY OF GOODS AND/OR SERVICES

1 Definitions
In these Conditions, unless the context requires otherwise:
1.1 ‘Contract’ means the contract made between the Customer and the Supplier
1.2 ‘Customer’ means the person who buys or agrees to buy the Goods and/or Services from the Supplier;
1.3 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Supplier;
1.4 ‘Deliverables’ means all documents, products, materials and plant developed by the Supplier or its agents, sub-contractors, consultants and employees in relation to the Goods and Services including any deliverable specified in the Contract or Quotation
1.5 ‘Delivery Date’ means the date when the Goods are to be delivered, as specified by the Supplier;
1.6 ‘Goods’ Customer means the goods (or any part of them) as set out in the Order;
1.7 ‘Main Contract’ means the contract entered into by the Customer and its employer.
1.8 ‘Order’ means the Customer’s order for the supply of Goods and/or Services as set out in the Supplier’s quotation;
1.9 ‘Price’ means the price for the Goods and/or Services excluding carriage, packing, insurance and VAT;
1.10 ‘Quotation’ means the quotation for Goods and Services provided by the Supplier
1.11 ‘Services’ means the installation of the Goods;
1.12 ‘Site’ means the site where the Supplier will provide the Services set out in the Contract;
1.13 ‘Supplier’ means NaturaLight Systems Limited (“NLS”);
1.14 ‘Supplier’s Equipment’ means any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which the title passes to the Customer;
1.15 ‘Variation’ means the alteration or modification of the design, quality or quantity of the work included in the Contract and accompanying specification including the addition, omission or substitution of any work and the alteration of the kind or standard of any of the Goods to be used in the work.
1.16 ‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax
1.17 ‘Writing/Written’ includes facsimile transmission, electronic mail and comparable means of communication
1.18 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect the interpretation

2 Conditions applicable
2.1 These Conditions shall apply to all contracts for the supply of Goods and/or Services by the Supplier to the Customer to the exclusion of all other terms and conditions, including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document and the Main Contract.
2.2 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
2.3 All orders for Goods and/or Services accepted in writing or verbally or impliedly shall be deemed to be an acceptance by the Customer of the quote for the Goods and/or Services subject to these Conditions.
2.4 Acceptance of delivery of the Goods and/or performance of the Services shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.

3 Fixed Price Duration
These prices are fixed for 14 days from the date of the quotation. Failure to place an order prior to this day may incur additional inflationary costs, which NLS reserves the right to pass on.

4 Documents and Specifications
4.1 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any documentation (including any applicable specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Goods and Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
4.2 The quantity, quality and description of, and any specification for, the Goods and Services shall be those set out in the Contract and accompanying specification (where applicable).
4.3 If the Goods are to be manufactured or any process is to be applied to the Goods or the Services are to be provided by the Supplier in accordance with a specification submitted by the Customer, the Customer shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Supplier’s use of the Customer’s specification.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods and Services which are required to conform with any applicable statutory or EC requirements or, where the Goods and Services are to be supplied to the Supplier’s specification, which do not materially affect their quality or performance or provision

5 Price and terms of payment
5.1 The Price shall be the Supplier’s price ruling at the date of dispatch of the Goods. The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Customer which is due to any factor beyond the control of the Supplier.
5.2 The Price is exclusive of VAT, which shall be due at the rate ruling on the date of the Supplier’s invoice.
5.3 Payment of the Price and VAT shall be paid in accordance with the Payment Schedule issued with the Supplier’s tender documentation. In the absence of any Payment Schedule, the Due Date is the date of the invoice and the Final Date for Payment is 30 days from the Due Date. The payment provisions at Part II of the Scheme for Construction (England and Wales) Regulations 1998 (as amended) (“the Scheme”) apply irrespective of the contract period.
5.4 Time for payment shall be of the essence. All payments for Goods must be made prior to manufacture of the Goods once sizes and specifications have been established with the Customer and confirmed in writing to the Supplier.
5.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment, at a rate of 8% above Barclays Bank plc base rate from time to time in force, and shall accrue at such a rate after as well as before any judgment.
5.6 If the Customer fails to make payment on the due date, or any sum is overdue to the Supplier, the Supplier without limitation of any other right or remedy, may demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders and decline to make further deliveries except upon receipt of cash or satisfactory security. The setting off or withholding of payment by the Customer in respect of any claim shall not be allowed unless expressly agreed by the Supplier in writing.
5.7 Failure to make payment in accordance with clause 4.3 or in accordance with any other terms for payment as agreed in writing by the Supplier may result in a stop being placed on the Customer’s account. Where site work is applicable, operatives of the Supplier may be withdrawn from the site. No further goods will be delivered to the site and any ongoing projects will be stopped until such time that the account and payments due to the Supplier are brought up to date together with any accrued interest owed. The Supplier reserves the right to add additional costs and charges to any accounts unpaid.
5.8 The Supplier accepts no liability under any circumstances for any costs, fees, charges or any other financial loss or penalties howsoever arising which may be incurred by the Customer in respect of current orders, ongoing or future projects which result from non-payment or late payment by the Customer to the Supplier.
5.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6 Prompt Payment Discount (M.C.D)
If the quoted price is required to be subject to an M.C.D (Main contractors discount). Then this is only accepted by NLS if payment is made within 30 days from the date of our application or invoice, whichever is the earlier and is fixed at 2.5 % of the subcontracted sum. NLS only accept discounts subject to the above and not arbitrary main contractors discount requested. Any references to M.C.D will be deemed to relate to prompt payment discounts only. For the avoidance of doubt, the application of an extended payment period outside this 30-day window will negate any discount.

7 The Goods
The quantity and description of the Goods shall be as set out in the Supplier’s quotation.

8 Warranties and liability
8.1 The Supplier warrants that the Goods supplied will at the time of delivery correspond to the description given by the Supplier. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise, are excluded to the fullest extent permitted by law.
8.2 The Supplier shall have no liability in respect of any defect in the Goods arising from any drawing, design or other specification supplied by the Customer.
8.3 The Supplier shall have no liability in respect of any defect arising from but not limited to fair wear and tear, willful damage, negligence, abnormal conditions, misuse, alteration or repair of the Goods without approval by the Supplier or by failure to follow an instruction whether written or oral from the Supplier.
8.4 The Supplier shall have no liability under the above warranty (or any warranty, condition or guarantee) if the total Price for the Goods has not been paid by the Customer by the date due for payment.
8.5 The above warranty does not extend to any parts, material or equipment not manufactured by the Supplier unless otherwise agreed in writing. The Customer shall only be entitled to the benefit of any such warranty or guarantee given to the Supplier by the manufacture.
8.6 Any claim by the Customer based upon any defect in the quality or condition of the Goods or their failure to correspond with the specification shall be notified to the Supplier within 7 days after discovery of the defect or failure.
8.7 Where the Customer has a valid claim in respect of the Goods for any defect in the quality or condition or failure to correspond with the specification, and the problem is notified to the Supplier as per paragraph 5.6 above and the terms and conditions, the Supplier may replace the Goods or any part in question free of charge or at the Supplier’s sole discretion, refund to the Customer the Price of the Goods or a proportion thereof following which the Supplier shall have no further liability to the Customer.
8.8 Any replacement or refund offered by the Supplier under paragraph 8.7 specifically excludes any other claims, costs, losses or damages and will exclude the cost of or the provision of any other services by the Supplier including the costs of any refitting of the goods or any equipment required to do so.
8.9 A copy of the Supplier’s brokers’ cover note listing the Supplier’s standard insurance policies is available on request. Should cover be required in excess of these levels detailed, any associated premium payments will need to be added to the quotation value.
8.10 Nothing in this condition shall limit or exclude any liability for fraud.

9. Guarantees
Any Guarantee offered by the Supplier will only come into effect after the full cleared payment of the invoice has been received by the Supplier and will be subject to the provisions of paragraph 5 and the Supplier’s Warranty conditions.

10. Delivery of the Goods
10.1 Delivery of the Goods shall be made to the Customer’s address or such other address as agreed in writing between the Supplier and the Customer on the Delivery Date. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the Customer. The Customer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. Time for delivery shall not be of the essence unless previously agreed by the Supplier in writing.
10.2 Any dates quoted for delivery of the Goods shall be approximate only and the Supplier shall not be liable for any loss arising from any delay in the delivery of the Goods howsoever caused. The Supplier will use their best endeavors to comply with any Delivery Date however any failure shall not constitute a breach of contract or entitle the Customer to treat the Contract as repudiated or to rescind it either in whole or in part or to claim damages for any such failure.
10.3 The Price does not include the costs of or ancillary to off-loading, removal or storage and this is to be arranged by the Customer at their own expense and risk.
10.4 It is the Customer’s responsibility to provide, if necessary, any labour, craneage, hoistage, lifting machinery or any other equipment required to off-load the Goods delivered by the Supplier and to ensure that the necessary Health and Safety and Risk Assessments are carried out. The Supplier accepts no responsibility for off-loading of the Goods.
10.5 If the Customer fails to take delivery of the Goods or fails to provide the Supplier with adequate delivery instructions to enable delivery to be made, the Supplier may store the Goods until such time delivery is made and charge the Customer for the costs of storage including insurance in addition to the Price of the Goods. In such circumstances, the Supplier is entitled to render the invoice for the Goods and to expect full payment from the Customer on the due date.

11 Acceptance of the Goods
11.1 The Customer shall be deemed to have accepted the Goods after delivery to the Customer.
11.2 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract.

12 Title and risk
12.1 Risk in the Goods will pass to the Customer on delivery. The Supplier will not be liable for any loss, damage or destruction of the Goods occurring howsoever arising after they are delivered to the Customer. If the Customer collects the Goods or arranges collection or delivery by any other means than by delivery by the Supplier, the risk shall pass to the Customer as soon as the Goods leave the premises of the Supplier.
12.2 Where the Supplier delivers the Goods, the Supplier agrees at their sole discretion to replace or to repair free of charge any goods damaged in transit. In such circumstances, the time for delivery of the goods shall be extended for such period the Supplier reasonably requires for any such replacement or repair. It is required that:
12.2.1 The Customer shall provide to the Supplier written notice of such damage in transit with full details within 3 days of receipt of the Goods.
12.2.2 The Customer will if requested by the Supplier, return all damaged goods to the Supplier within 14 days of receipt.
12.3 The Customer will indemnify the Supplier against any claims made against the Supplier in respect of any injury to any person or damage to any property arising from any defect in the Goods or anything done or omitted to be done in the delivery thereof to the Customer where such delivery is effected by the Supplier including any such injury or damage caused by the negligence of the Supplier, its employees, servants or agents.
12.4 Ownership to the Goods will pass to the Customer on delivery provided only if Supplier has received cleared payment in full for the Goods. Notwithstanding that the risk in the Goods has passed to the Customer, the ownership of the Goods shall remain with the Supplier and the Supplier reserves the right to dispose of the Goods until payment is made in full for all of the Goods supplied by the Supplier.
12.5 If payment is overdue in whole or in part, the Supplier, may, without prejudice to any of their rights, recover or resell the Goods or any part thereof and may enter the premises by employees, servants or agents of the Customer for the purpose. Such payment will become due immediately upon the commencement or any act or proceedings in which the solvency of the Customer is involved.
12.6 Until ownership of the Goods has passed to the Customer, the Customer will:
12.6.1 as far as practicable, keep the Goods separate from other goods at the premises where they are located and so as to be readily identifiable as the Goods of the Supplier:
12.6.2 take all reasonable care of the Goods and keep them in reasonable condition;
12.6.3 insure the Goods: (i) with a reputable insurer; (ii) from the date of delivery; (iii) against all risks; and (iv) for an amount at least equal to the Price;
12.6.4 not remove or alter any mark on or packaging of the Goods;
12.6.5 provide the Supplier with such information concerning the Goods as they may reasonably request from time to time.

13 Design
Unless a variation is agreed with the Supplier in writing all products including rooflights, canopies and structural glazing products are manufactured as the Supplier’s own design. It is the Customer’s sole responsibility to ensure that the design and specifications are compliant with any relevant building regulations or other regulatory controls applicable to any project. It is the sole responsibility of the Customer to notify and change to individual specifications required prior to the order being accepted in writing by the Supplier.

14 Supply of Services
14.1 Unless explicitly agreed otherwise all Orders are for Goods only. Where the Customer wishes the Supplier to perform the Services this must be agreed in writing between the Supplier and the Customer.
14.2 Performance dates and quotations for the Services will be based on work done in one continuous visit during weekdays Monday to Friday and if any weekend work or extra visits are required this will incur additional costs.
14.3 Unless otherwise agreed in writing by the Supplier, the Supplier will not be liable or responsible for or pay any costs incurred when a Contract and or a Supply and Fix project overruns its expected completion dates.
14.4 Where the Supplier has costed for the removal of an existing glazed structure, the price as quoted does not allow for the removal & disposal of asbestos, should asbestos be identified on any project the removal & disposal of such will have to be carried out by others without loss of revenue to the Supplier, any effect to construction programmers due to the identification of asbestos should be notified in writing to the Supplier to allow the rescheduling of the installation as necessary.

15 Default by the Supplier
If, before practical completion of the works, the Supplier without reasonable cause, wholly or substantially suspends the carrying out of the Services or commits a material breach of contract the Customer may serve a notice in writing specifying the default and requiring the Supplier to remedy the breach within 14 days. If the Supplier fails to remedy the breach, the Customer may by notice in writing terminate the Contract.

16 Default by the Customer
16.1 If the Customer shall commit a material breach of the Contract, the Supplier may by notice in writing to the Customer require the breach to be remedied within 7 days. If the Customer fails to remedy the breach as required the Supplier may by notice in writing terminate the Contract. A material breach shall include but not be exclusive to:
16.1.1 Repeatedly breaching any of the terms of the Contract in such a manner as to reasonably justify the opinion that the Customer’s conduct is inconsistent with it having the intention of the ability to give effect to the terms of the Contract;
16.1.2 The Customer 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 Insolvency Act 1986;
16.1.3 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 for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party
16.1.4 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 or, being an individual, bankruptcy proceedings, of the Customer other than for the sole purpose of a scheme of solvent amalgamation with one or more other companies or the solvent reconstruction of the Customer
16.1.5 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 Customer’s assets
16.1.6 A floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver
16.1.7 A person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer
16.1.8 A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress execution sequestration or other such process is levied or enforced or sued against, the whole or any part of its assets, and such attachment or process is not discharged within 14 days
16.1.9 Any event occurs or proceedings are taken with respect to the Customer in any jurisdiction to which it is subject but has an effect equivalent or similar to any of the events mentioned in condition 9.1.3 to 9.1.9 (inclusive)
16.1.10 The Customer suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business
16.1.11 There is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001)
16.2 On termination of the Contract
16.2.1 The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid sums. Where Goods and Services have been supplied by the Supplier since the last payment date, the Supplier may submit an invoice for the value of the Goods and Services supplied up to the date of termination, which shall be payable immediately on receipt. Where termination has occurred due to a material breach of the Contract by the Customer, the Supplier shall additionally be entitled to claim a loss of profit on the Goods and Services remaining to be performed by the Supplier at the date of termination.
16.2.2 The Customer shall immediately return all of the Supplier’s equipment, pre-existing Materials, and Deliverables. If the Customer fails to do so, then the Supplier may enter the site and take possession of them. Until they have been returned or repossessed the Customer shall be solely responsible for their safe-keeping.
16.2.3 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

17 Supplier’s Obligations
17.1 The Customer shall use reasonable endeavors to provide the Goods and Services in accordance, in all material respects, with the Contract.
17.2 The Supplier shall use reasonable endeavors to meet any performance dates notified to it by the Customer but such dates shall be estimates only and time shall not be of the essence of delivery of the Goods or performance of the Services.
17.3 The Supplier shall use reasonable endeavors to observe all health and safety rules and regulations and any other reasonable security requirement that applies at the Customer’s premises and that have been communicated to it by the Customer.

18 Customer’s Obligations
18.1 The Customer shall:
18.1.1 Co-operate with the Supplier in all matters relating to the Contract;
18.1.2 Provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge to the Contractor, with access to and from the Site throughout the court of the Services. Access shall include scaffolding, waste disposal facilities, fencing, water, power, welfare and storage facilities;
18.1.3 Provide to the Supplier, in a timely manner, such material and other information as the Supplier may require and ensure its accuracy in all material respects;
18.1.4 Inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Site;
18.2 If the performance of the Supplier’s obligations under the Contract is prevented, delayed or otherwise affected by any act or omission of the Customer, its agents, subcontractors, consultants or employees and the Supplier incurs any costs, charges or losses as a result, the Customer shall reimburse the Supplier for the costs, charges or losses sustained;
18.3 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 6months after the last date of supply of the Services, solicit or entice away from the Supplier or employ (or attempt to employ) any person who is, or has been, engaged as an employee or sub-contractor of the Contractor in the provision of the Goods and/or Services.
18.4 The Customer acknowledges that the Supplier has, relies upon, and continues to rely on the Customer to make full disclosure of all known, assumed, and suspected structures, tanks, utilities, pipelines, discharges, spillages or any hazardous substances at, under or near the Site and if the Supplier’s inspection reveals any such matter which was not disclosed, the Supplier reserves the right to increase the price of the Contract accordingly.
18.5 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents, consultants or sub-contractors and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain.
18.6 The Customer may disclose such information:
18.6.1 To its employees, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out the Employer’s obligations under the Contract; and
18.6.2 as may be required by law, court order or any governmental or regulatory authority.
18.7 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with these conditions.
18.8 The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.
18.9 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including pre-existing materials and the Supplier’s equipment) shall, at all times, be and remain the exclusive property of the Contractor, but shall be held by the Employer in safe custody at its own risk and maintained and kept in good condition by the Employer until returned to the Contractor, and shall not be disposed of or used other than in accordance with the Contractor’s written instruction or authorisation

19 Remedies of Customer
19.1 If the Customer rejects any Goods, the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Supplier to supply Goods which conform to the contract of sale.
19.2 If the Customer accepts or has been deemed to have accepted any Goods, then the Supplier shall have no liability whatever to the Customer in respect of those Goods.
19.3 The Supplier shall not be liable to the Customer for late delivery or short delivery of the Goods.

20 Limitations of Liability
20.1 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Customer by reason of any representation unless (otherwise fraudulent), or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, or any direct or indirect, special or consequential loss or damage (whether for profit or otherwise), costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of the Supplier its employees, servants or agents or otherwise) which arise out of or in connection with the supply of goods or their resale by the Customer and the entire liability of the Supplier under or in connection with the contract shall not exceed the price of the goods, except as expressly provided for in these conditions.
20.2 It is the sole responsibility of the Customer to satisfy themselves that the Goods are suitable for the particular purpose for which they require them, notwithstanding that the Customer may make known such purposes to the Supplier and the Customer shall not in this respect reply upon the Supplier’s skill or Judgment or any advice it may give. The Supplier shall not be liable to the Customer for damages in negligence in respect of any such advice or for failure to exercise proper skill and judgment.
20.3 Any advice or recommendation given by the Supplier or its employees, servants or agents to the Customer or its employees, servants or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier, if followed or acted upon entirely at the Customer’s own risk and the Supplier will not be liable for any such advice or recommendation.

21 Credit Rating
All quotations are subject to satisfactory credit approval for the value of the work tendered. Should the Customer’s company credit rating be lower than the value of the work quoted for, no work shall be commenced until sufficient monies have been paid to bring the order value within your company trade credit limit.

22 Credit Rating (Private Sales)
For private customers, who are unable to offer a suitable credit threshold through the Supplier’s chosen credit check consultants, the Supplier will require Pro-forma payment for the full order value due prior to delivery, and/or installation.

23 Force Majeure
The Supplier shall not be liable for any failure on its part to perform any part of the contract arising from any cause outside of its control including but without prejudice to the general of the foregoing act of God, explosion, war, strike, lockout or other industrial dispute, fire, flood, shortages of material or breakdown of machinery, or plant and in these circumstances, the Supplier expressly reserves the right to cancel or suspend the whole or part of any delivery.

24 General
24.1 If the Contract between the Supplier and Customer is defined as a “Construction Contract” for the purposes of the Housing Grants Construction and Regeneration Act 1996 (“the Construction Act”) the terms implied into the Construction Contract by the Construction Act and the Scheme shall, where considered to be applicable, be incorporated into these Conditions, but subject to any amendments to those implied terms made in these Conditions, which amendments where permissible shall take precedence.
24.2 Variations shall be valued as agreed between the Customer and the Supplier. In default of agreement, a reasonable sum shall be payable. The value of any variation shall be included in payments claimed by the Customer in accordance with these terms.
24.3 As between the Customer and Supplier, all intellectual property rights and all other rights in the Deliverables shall be owned by the Supplier. Subject to payment in full made by the Customer to the Supplier, the Customer licenses all such rights to the Customer free of charge and on a non-exclusive worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Good and the Services.
24.4 Neither the Supplier or the Customer shall be entitled to assign the Contract.
24.5 The Supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through a competent subcontractor selected by the Supplier.
24.6 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any notice may be served either by hand, first-class letter post, facsimile transmission or electronic mail. Notice shall be deemed served if by hand upon delivery if by first-class letter post 48 hours after posting and if by facsimile transmission or electronic mail upon being so transmitted. Any notice served shall be acknowledged in writing by the receiving party within 7 days of receipt.
24.7 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or another provision.
24.8 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
24.9 The Contract shall be governed by the laws of England and Wales, and the Customer agrees to submit to the non-exclusive jurisdictions of the English Courts.
24.10 These conditions do not confer or purport to confer on any third party any benefit or the right to enforce any term of the Contract between the Customer and the Supplier.
24.11 Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer may have the right to withdraw, without charge, within fourteen working days of the date on which the Contract comes into effect. However, if the Customer requires the Supplier to begin the performance of the Services during the cancellation period, the Customer shall pay the Supplier an amount which is in proportion to what has been performed until the Customer has communicated to the Supplier the cancellation from the Contract, in comparison with the full coverage of the Contract. The Customer’s acceptance of these terms and conditions will amount to such consent. If the Customer seeks to withdraw instructions, the Customer shall give notice by telephone, email or letter to the Supplier. The Regulations shall require the Supplier to inform you that the work involved is likely to take more than 30 days.

25 Dispute Resolution
25.1 Before engaging in formal proceedings the parties shall firstly consider any appropriate form of Alternative Dispute Resolution.
25.2 Adjudication is available as a dispute resolution procedure in accordance with Construction Act and Scheme
25.3 Notwithstanding the above the Supplier and the Customer both have the right to bring proceedings at Court.