Conditions of Sale
General Conditions of Sale
1. INTERPRETATION In this Agreement (except where the context otherwise requires):
1.1 Use of the singular includes the plural (and vice versa) and use of any gender includes the other genders.
1.2 A reference to a party is to a party to this Agreement and shall include that party's personal representatives, successors or permitted assignees.
1.3 A reference to persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having separate legal personality and irrespective of their jurisdiction of origin, incorporation or residence); and
1.4 The headings are included for convenience only and are not to affect the construction or interpretation of this Agreement.
1.5 All references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same (whether or not such statute or statutory provision has retrospective effect) and shall include any orders, regulations, codes of practice, instruments or other subordinate legislation made under it.
1.6 Any lists or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words.
1.7 Each of the conditions and sub-conditions of this Agreement are to be regarded as separate and severable clauses and if any condition or sub-condition shall be or become void or unenforceable in whole or in part, the other provisions shall remain valid and enforceable and the void provisions shall, where appropriate, be replaced by other provisions corresponding as closely as possible with the void provisions.
1.8 In these Conditions of Sale, the “Company” means Interface Europe Ltd, “Customer” means any person, firm or company whose order for goods is accepted by the Company and the “Goods” means the goods (including but not limited to carpet tile being supplied by the Company.
2.1 The Customer entering into a transaction with the Company expressly warrants that it is authorised to accept and accepts these Conditions of Sale not only for itself but also as agent for and on behalf of all other persons who are or may thereafter become interested in the Goods whether in whole or in part.
2.2 Any orders, instructions or requests placed with or given to the Company may in the absolute discretion of the Company be complied with either by the Company or its own servants or agents performing part or all of the relevant services or by the Company instructing or entrusting such services in whole or in part to such third party or parties on such conditions as such third party or parties may stipulate and the Customer accepts that any such conditions shall be binding upon it as if the Customer had directly placed with or given to such third party or parties any such orders, instructions or requests.
3. ACCEPTANCE OF ORDERS
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company unless and until confirmed by the Company in writing.
3.2 The Company reserves the right to reject any and all orders. Where the value of the order would take the Customer over its credit limit granted by the Company, then the Company reserves the right not to accept the order or, if accepted, not to deliver the order until payment is received to bring the Customer’s account within its credit limit. The Company reserves the right to vary a Customer’s credit limit as the Company shall in its absolute discretion think fit and the Company shall be entitled to refuse to deliver Goods on credit whether an order has been accepted or not, should the Company consider it appropriate in all the circumstances.
3.3 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of a director or the company secretary of the Company and on terms that the Customer shall indemnify the Company in full against loss (including loss of profit), costs of the Goods, damages, charges and expenses incurred by the Company as a result of the cancellation.
4. CUSTOM ORDERS
4.1 Without prejudice to condition 15.7, approved custom samples must precede any custom order. Sample numbers must be quoted on all orders, which must be in writing and also accompanied by the Customer’s signed acceptance of quarter tile, master tile or pegboards submitted. Both must be sent to the Company's Customer Services Department when the order is confirmed.
4.2 The Customer must accept overage (which will be supplied automatically) on any custom product order, subject to the maximum charges as published in the Company’s trade price list, valid at date of acceptance of order.
4.3 No reduction of any custom product orders including print quantities will be accepted by the Company after production has begun or materials have been ordered.
Quotes, estimates and/or authorised prices issued by the Company are not capable of acceptance so as to make a binding contract and may be withdrawn or amended by the Company at any time.
6. WITHDRAWAL AND ALTERATION OF GOODS
6.1 The Company reserves the right at any time without notice to withdraw any Goods from its range or to alter the design specification or manufacture of the Goods. The Company shall not be liable to any Customer for any loss or damage sustained by any Customer resulting from such withdrawal or alteration. In the event of any such withdrawal or alteration as aforesaid, the Company shall be released from any order relating to any Goods affected by such withdrawal or alteration and shall be under no further liability in respect thereof.
6.2 In order to give the Customer the advantage of any technical developments and to facilitate continuity of supply, the Company reserves the right to change any materials, including backing materials, without notice.
7.1 Selling prices are subject to alteration by the Company without prior notice. Unless the Company has quoted a net price on a non-standard pricing agreement (the “NSD”) or a fixed price contract has been agreed between the Company and the Customer, the price charged will be that published in the Company’s trade price list, valid at date of acceptance of order, less any trade discount confirmed by the Company to the Customer in writing.
7.2 Where a valid NSD reference number, or supply contract number is not quoted by the Customer at the time the order is placed, then the Customer’s normal trade discount terms will apply.
7.3 The Customer should check the invoice and inform the Company within seven days of receipt of any disputed prices. Failure to do so will not override any of the terms in condition 8 below and may affect any credit limit granted by the Company to the Customer.
7.4 Prices will be subject to the appropriate rate of Value Added Tax or any other applicable sales tax and the appropriate customs duty (if applicable).
8. TERMS OF PAYMENT
8.1 Payment is due by the twentieth day of the month following the date of the invoice and time for payment is of the essence. The Company reserves the right to charge interest on unpaid debts at 5% above the base rate of National Westminster Bank plc until payment of the debt in full has been received. A 2.5% settlement discount may be deducted from the amount of the invoice (excluding VAT) provided that all previous invoices have been settled in full. Payment made outside of these terms is strictly net.
8.2 Failure to pay by the last day of the month following the date of invoice, without the agreement of the Company, will result in the suspension of deliveries on a credit basis and (without prejudice to any of the Company’s other rights and remedies in respect of such breach):
8.2.1 the Company shall be entitled to recover the price of the Goods from the Customer by action, even though property in the Goods has not yet passed to the Customer in accordance with the provisions of condition 17 below;
8.2.2 all other sums owing or incurred by the Customer to the Company but not already due for payment shall thereupon become due and immediately payable in full;
8.2.3 the Customer shall pay interest in accordance with condition 8.1 on all sums due but unpaid, from the due date until payment is received by the Company.
8.3 The Company alone shall have the right to appropriate as it thinks fit any payment received by it from or on behalf of the Customer to the whole or any part of any debt whatsoever due, owing or incurred by the Customer to it at the time such payment is received. Any purported appropriation by the Customer, whether prior or subsequent, shall be of no effect.
8.4 Unless otherwise agreed in writing, the Customer shall not be entitled to set off against any monies due to the Company under the contract any amount claimed by or due to the Customer from the Company whether pursuant to the contract or on any other account whatsoever.
8.5 In addition to any right or lien to which the Company may by law be entitled, the Company shall in the event of the Customer’s insolvency or the Customer failing to render payment for any Goods supplied by the Company when due, be entitled to a general lien over all goods of the Customer in the Company’s possession (although such Goods or some of them may have been paid for) for the unpaid price of any Goods sold and delivered by the Company under the same or any other contract.
8.6 In addition and without prejudice to its other rights, the Company may on fourteen (14) days’ notice to the Customer, sell any Goods of the Customer over which the Company has a lien and shall be deemed the Customer’s agent for the purposes of effecting such sale. The Company may apply the proceeds of sale towards the satisfaction of sums due from the Customer without prejudice to the Company’s rights to recover the balance thereof from the Customer.
9.1. The Company shall endeavour to execute any order promptly but cannot guarantee delivery dates. The Company shall not be liable in any way for any loss or damage suffered by the Customer by reason of delay in making deliveries including, without limiting the generality of the foregoing, the negligence of the Company. Unless otherwise agreed in writing by a director or the company secretary of the Company, risk shall pass when the Goods are delivered to the Customer at the address specified on the despatch note.
9.2. In the event that the Customer requests postponement of delivery to a date which is four weeks or more beyond the delivery date requested when the order was placed (the “Original Delivery Date”), the Company reserves the right as follows:
to immediately raise an invoice for the Goods payment of which shall be required in accordance with condition 8, or where the Customer has agreed different payment terms with the Company, in accordance with such terms; and
to invoice for a reasonable storage charge per week for any period of storage four weeks beyond the Original Delivery Date, plus in addition the Company may raise charges for extra transport, insurance, handling charges or other costs caused by the Customer’s failure to take delivery or request to delay delivery beyond the Original Delivery Date.
9.3. For the purposes of condition 9.2 postponement shall be deemed to include (but is not limited to) a situation where at the time the order was submitted the Customer did not request delivery of the Goods in instalments, but subsequently requests delivery in instalments (“a Call Off Arrangement”) and the effect of the Call Off Arrangement is to delay delivery of part or all of the Goods four weeks beyond the Original Delivery Date. In that event condition 9.2 shall apply to that part of the Goods for which a delivery date(s) four weeks beyond the Original Delivery Date is requested.
9.4. The Company may deliver by a Call Off Arrangement and each instalment shall be deemed to be sold under a separate contract and no failure of or delay in delivery of any instalment or any defect in the contents thereof shall entitle the Customer to treat the contract as repudiated with regard to any remaining instalments.
9.5. Time for delivery shall not be of the essence.
9.6. The Company shall be entitled to cancel or suspend delivery if the Company is delayed, hindered or prevented from making delivery to the Customer of the Goods by any computer problem including by force majeure. In these circumstances, the Company shall not be liable to the Customer for any losses incurred by the Customer howsoever arising. Where the Company is prevented from delivering the Goods, the Customer shall be entitled to cancel the order and the Customer shall be refunded any monies paid by it to the Company in respect of the order which has been cancelled.
10. CARRIAGE COSTS AND SURCHARGES
10.1. All orders are dispatched to the commercial address free of charge, save where delivery is required within seven (7) days of receipt of order and in such event the Company shall be entitled to make a separate charge in respect of the cost of carriage. The cost of a delivery to an address other than in the United Kingdom will be borne by the Customer unless otherwise agreed between the Company and the Customer.
10.2. A surcharge for special delivery or small orders may be made and will be advised at the time of order.
10.3. A surcharge will be made on all orders of carpet tiles and tile products where it is necessary to split a box. The price charged will be that published in the Company’s trade price list, valid at the date of acceptance of order.
11.1. The risk in the Goods shall pass to the Customer at the time of delivery, in accordance with condition 9.1 or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery.
11.2. When the Customer accepts an invoice for the Goods but requests that the Company stores them, then they shall be stored at the Customer’s risk and cost.
12. RETROSPECTIVE DISCOUNTS
Retrospective discounts are paid, where applicable, at the times agreed in writing from time to time between the Company and the Customer. Payment of this discount is made only if all conditions of trading have been adhered to since the previous payment and, particularly, all monies due have been paid.
13. RETURNS AND CREDITS
The Company shall not be obliged to accept the return of any Goods unless an official collection order has been first obtained from the Company. For Goods delivered in accordance with the Customer’s order, the amount of credit allowed is entirely at the Company’s discretion and will not exceed 85% of the invoiced value.
14. CLAIMS FOR LOSS OR DAMAGE
14.1. The Customer shall inspect the Goods immediately upon delivery.
14.2. Subject to condition 14.3 below, the Company shall not be liable for:
14.2.1. partial loss of, or damage to, a consignment, unless it is notified within three days of delivery; or
14.2.2. loss, incorrect delivery or non-delivery of the whole of the consignment unless it is notified within twenty one (21) days from the date of the invoice.
14.3. If the Customer proves that:
14.3.1. it was not reasonably possible for the Customer to advise the Company or make a claim in writing within the time limit applicable; and
14.3.2. such advice or claim was given or made within a reasonable time, the Company shall not have the benefit of the exclusion of liability afforded by this condition.
15.1. Excepting fair wear and tear of the Goods by the Customer, the Company warrants that all Goods delivered to the Customer will be free from defects in materials or workmanship. The Company’s liability (if any) arising from such defects shall in no case exceed the price paid or payable for the defective Goods and the Company may, at its option, discharge such liability (if any) by supplying free of charge an equal quantity of Goods to replace any Goods or by repairing any Goods which do not comply with the said warranties or either of them.
15.2. The Company shall be liable as aforesaid under the said warranties only if written notice is given to the head office of the Company immediately upon discovery of the alleged defect, such written notice to be given where the defect is readily discernible upon inspection, not later than thirty (30) days after despatch of the Goods or, where the defect is not readily discernible, upon inspection not later than twelve (12) months after the date of despatch of the Goods. Notwithstanding the foregoing, the Goods must be inspected on delivery and the Company shall not be liable for any defects after the Goods have been cut or stuck to the floor.
15.3. The Customer accepts and agrees that the Company’s liability in respect of any defects or alleged defects in the Goods shall be limited as provided in condition 15.1 above and that, subject to condition 15.4, the Company shall not in any circumstances whatsoever be liable for and there shall be excluded from this agreement (insofar as shall be permitted by law) all or any implied terms, conditions, warranties, representations or undertakings whatsoever, whether implied by common law, by statute, by custom or otherwise howsoever.
15.4. The Company shall not be liable for any damage sustained by the Customer by reason of any negligence by the Company or its servants or agents in or about the manufacture or supply of the Goods. For the avoidance of doubt, nothing in these Conditions of Sale shall be deemed to exclude or restrict the Company’s liability for death or personal injury arising due to the Company’s negligence.
15.5. The Company gives no warranty and makes no representation and there shall be no express or implied term in these Conditions of Sale relating to the suitability of the Goods for any purpose whatsoever not disclosed by the Customer.
15.6. Under no circumstances whatsoever shall the Company be liable for any defect or claim (including but not limited to defects or claims relating to size, colour, flashing or texture of Goods) arising from circumstances beyond the control of the Company, such as inadequate floor preparation and dampness.
15.7. Colour Matching: The Company accepts no responsibility for (i) the matching of colours ordered at different times, or (ii) the exact matching of the colour of Goods to the colour of the original sample.
15.8. The Company accepts no liability whatsoever in respect of shrinking or stretch or consequential problems of wear, where carpet tiles are not adequately fixed to the sub-floor.
15.9. In areas subject to excessive moisture such as bathrooms, toilets and kitchens, the Company accepts no liability whatsoever in respect of shrinkage, however the Goods are fixed.
15.10. Where the Goods are used in an environment which is subject to extremes of light and heat, such as a conservatory or sun lounge, colour fastness cannot be guaranteed as such extremes may cause fading. In such circumstances the Company accepts no liability for fading.
15.11. Save as hereinbefore expressly provided, the Company shall not be liable for any damage (whether direct, indirect or consequential and whether caused by the negligence of the Company or its employees or agents) sustained or allegedly sustained by the Customer relating to the supply by the Company of the Goods or resulting from any representation made or allegedly made by the Company on its behalf.
16. INSTALLATION AND MAINTENANCE
16.1. The Company accepts no liability for the Goods unless they are properly installed in accordance with the Company’s existing installation instructions.
16.2. The Company accepts no liability whatsoever for damaged Goods caused by the improper maintenance of the Goods by the Customer. The Customer is referred to the Company’s Maintenance Guide which is available on request. The Company inter alia recommends:
16.2.1. frequent power vacuuming;
16.2.2. that Goods installed in commercial premises should be regularly wet cleaned using hot water extraction;
16.2.3. the use of soil barrier matting in commercial premises, particularly at entrances from the street.
16.3. General Installation Recommendations In all cases carpet tiles should be tackified to the sub-floor throughout the area of installation. All 2 metre wide unitary backed/pvc carpet tiles should be fully adhered to the sub-floor. It is essential that the adhesives used are reputable ones suitable for the particular purpose and that the sub-floor is properly prepared.
16.4. If the Customer instructs the Company to install the Goods, then additional terms and conditions of installation/service will apply and shall be incorporated into this agreement between the Company and the Customer. In the event of any conflict between these Conditions of Sale and the terms and conditions relating to the installation/service, these Conditions of Sale will take precedence.
17.1. Notwithstanding delivery and the passing of risk, property in the Goods shall remain in the Company until the Company receives payment in full by or on behalf of the Customer of all sums (whether in respect of the Goods or otherwise howsoever) due, owing or incurred at the time such payment is received from the Customer by the Company, at which time (and not earlier) property in the Goods shall pass to the Customer.
17.2. Until property in the Goods passes to the Customer, the Customer shall be the bailee of the Goods and fiduciary agent for the Company and shall store the Goods (at no cost to the Company) securely, safely and separately from the Customer’s own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Company.
17.3. Until such time as property in the Goods has passed to the Customer (and provided that the Goods are still in existence and have not been re-sold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith the Company or its agents may either accelerate any credit period in relation to payment of the price or enter the premises of the Customer and take possession of any Goods in which property remains in the Company and remove and dispose of them as the Company thinks fit. The Company shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the Customer.
17.4. The Customer irrevocably licences the Company, its officers, employees and agents to enter upon any premises of the Customer, with or without vehicles, for the purpose either of satisfying itself that condition 17.2 is being complied with by the Customer or for recovering any Goods under condition 17.3 in respect of which property has not passed to the Customer.
17.5. While the Customer is in possession of the Goods, with the Company’s consent (but not otherwise), the Customer may re-sell the Goods provided that such sale is in the ordinary course of the Customer’s business.
17.6. Subject to condition 17.5 above, the Customer shall not sell, pledge, assign, charge or otherwise dispose of the Goods until property has passed to the Customer. In the event that the Customer does so, without prejudice to any other right or remedy of the Company, all monies owing by the Customer to the Company shall forthwith become due and payable.
17.7. Until property to the Goods passes from the Company the entire proceeds of sale (including insurance proceeds) shall be held in trust for the Company and shall be kept separate from any monies or property of the Customer or third parties and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Company's money.
17.8. As between the Customer and its sub-buyer, the Customer shall sell the Goods as principal. The Customer has no right to and shall not commit the Company to any contractual relationship with or liability to the sub-buyer or any other person.
18. DEFAULT OR INSOLVENCY OF THE CUSTOMER
18.1. The Company shall at any time be entitled to determine these Conditions of Sale and without prejudice to its other rights hereunder may recover from the Customer any loss on sale of the Goods comprised in these Conditions of Sale if any of the following events occur:
18.1.1. the Customer fails to take delivery of any Goods when required or defaults in or commits a breach of any of its obligations under these Conditions of Sale or any other agreement with the Company (which, for the avoidance of doubt shall include the obligation to pay the Company for the Goods);
18.1.2. the Customer applies to the court for an interim order under the Insolvency Act 1986 or (being an individual or partnership) makes a proposal for an individual voluntary arrangement under that legislation; or
18.1.3. the Customer (being a company):
(a) goes into company or voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose;
(b) has an administrative receiver or receiver appointed over all or any part of its assets or undertaking;
(c) has a distress or execution levied against any of the Customer's assets or if a judgment against the Customer remains unsatisfied for more than seven (7) days;
(d) has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself;
(e) has proposed in respect of it a company voluntary arrangement pursuant to the Insolvency Act 1986;
(f) ceases or threatens to cease to carry on business;
(g) in the reasonable opinion of the Company is unable to pay its creditors as and when its debt fall due or is otherwise insolvent as defined in the Insolvency Act 1986 or is in the opinion of the Company likely to become unable to pay its creditors as and when its debts fall due or is otherwise insolvent; or
(h) if anything analogous to any of the events in condition 18.1.3 occurs under the law of any relevant jurisdiction.
18.2. All sums outstanding or yet to accrue due in respect of any contracts subsisting prior to such termination shall automatically become due and payable. Without prejudice to the foregoing, the Company may in the event of the Customer’s default in paying any sum due under these Conditions of Sale or any other agreement, suspend delivery of the Goods until such default shall have been made good. In the case of an agreement for the sale of Goods by instalments, each instalment shall be deemed to be sold under a separate agreement and, in the event of the Customer’s default in respect of any such instalment, the Company shall be entitled to determine such agreement with regard to any instalment remaining deliverable.
19.1. Each party (the 'Receiving Party') shall treat as confidential and shall not divulge or disclose to any third party without the prior written consent of the other party (the 'Disclosing Party') (except as expressly permitted by the terms and for the purpose of this Agreement) the following information:-
19.1.1. the terms of any agreement between the parties (other than to the Receiving Party's insurers or legal, or financial advisers);
19.1.2. any information obtained from the Disclosing Party in connection with any agreement between the parties; and/or
19.1.3. any information connected with the business or finances of the Disclosing Party.
19.2. Condition 19.1 above does not apply to the extent that information is:-
19.2.1. lawfully in the possession of the Receiving Party prior to its earliest receipt from the Disclosing Party;
19.2.2. already in or enters the public domain other than as a result of a breach by the Receiving Party of a confidentiality obligation; or
19.2.3. is required by law to be disclosed by the Receiving Party, but only to the extent of such order and the Receiving Party shall promptly inform the Disclosing Party of such requirement prior to any disclosure.
19.3. The Receiving Party hereby acknowledges that substantial damage could be done to the Disclosing Party through any breach of this condition 19 for which damages at law may not be an adequate remedy, and the Receiving Party agrees that the provisions of any agreement between the parties preventing disclosure and use of Confidential Information may be specifically enforced by a court of competent jurisdiction.
19.4. The Customer shall indemnify the Company against any loss or damage which the Company may sustain or incur as a result of any breach of confidence by the Customer or its employees.
19.5. If the Customer becomes aware of any breach of confidence by any of its employees, it shall promptly notify the Company and take all necessary steps to rectify such breach at its own cost, and shall further give the Company all reasonable assistance in connection with any proceedings which the Company may institute against any such employees.
19.6. The provisions of this condition 19 shall survive the termination of this Agreement.
20. DATA PROTECTION
20.1 The Company, and other companies within the Company's group, will use the Customer's personal details and information obtained from other sources to provide the Customer with goods and services, for administration and customer services, for credit scoring, to analyse purchasing preferences and to ensure that the goods, services and advertising offered are tailored to the Customer's needs and interests. The Company will use the Customer's personal details obtained in the course of negotiating or entering into this agreement for marketing. The Company may keep information about the Customer for a reasonable period for these purposes. The Company may need to share the Customer's information with service providers and agents for these purposes and may disclose personal data in order to comply with a legal or regulatory obligation.
20.2 In assessing a Customer's application for credit, to prevent fraud, to check identity and to prevent money laundering, the Company may search the files of credit reference agencies who will record any credit searches on the Customer's file. The Company may also disclose details of how the Customer conducts accounts to such agencies. The information will be used by other credit grantors for making credit decisions about the Customer and the people with whom the Customer is financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors. Information used for these purposes will include publicly available information such as electoral roll, county court judgments, bankruptcy orders or repossessions.
20.3 The Company may contact the Customer by mail, telephone, fax, e-mail or other electronic messaging service for marketing purposes in relation to goods and services of the Company's similar to those purchased by the Customer. By providing the Company with a fax number, telephone numbers or email address the Customer consents to being contacted by these methods for these purposes. If the Customer does not want to receive such communications the Customer should inform the Company in writing or by email, at the time this agreement in entered into, or at any later date, to The Marketing Department, Interface Europe Ltd, Shelf Mills, Shelf, Halifax, West Yorkshire, HX3 7PA or e-mail email@example.com.
20.4 By providing the Company with personal information, the Customer consents to the Company processing personal data and sensitive personal data, if necessary for the above purposes, and transferring information to countries or jurisdictions which do not provide the same level of data protection as the UK, if necessary for the above purposes. If the Company does make such a transfer, it will, if appropriate, put a contract in place to ensure that such information is protected.
20.5 If the Customer provides the Company with information about another person, the Customer confirms that they are appointed to act for that person, and that person consents to the processing of their personal data including sensitive personal data and that they have informed them of the Company's identity and the purposes (as set out above) for which the personal data will be processed.
20.6 The Customer is entitled to ask for a copy of the information held about them by the Company (for which a small fee may be charged) and to have any inaccuracies in information corrected.
20.7 For quality control and training purposes, the Company may monitor or record the Customer's communications with the Company.
20.8 If the Customer's personal details change, the Customer wishes to change their marketing preferences or has any queries about the Company's use of information, the Customer should contact The Marketing Department, Interface Europe Ltd, Shelf Mills, Shelf, Halifax, West Yorkshire, HX3 7PA or e-mail firstname.lastname@example.org.
20.9 This data protection notice may change and therefore the Customer should review it regularly. The Company will notify the Customer of any changes only where required to do so by law.
21. Dispute Resolution Procedure
21.1 Any dispute between the parties shall in the first instance be referred to the relevant contract managers for each of the parties who shall arrange to meet in good faith in order to resolve the matter in dispute.
21.2 If the meeting referred to in condition 21.1 does not resolve the matter in question within four (4) weeks of that meeting being called, then the parties will escalate the matter to a senior manager or director.
21.3 The meetings referred to in conditions 21.1 and 21.2 shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question to the mutual satisfaction of the parties.
21.4 Subject to condition 21.5:
21.4.1 neither party shall commence proceedings in court save in respect to any application for an injunction) prior to he completion in good faith of the procedures referred to in conditions 21.1 and 21.2 ; and
21.4.2 neither party will commence proceedings in court prior to the expiry of eight (8) weeks from the date of the first meeting referred to in condition 21.1 above.
21.5 This condition 21 is without prejudice to either party's right to seek interim relief against the other party (such as an injunction) through the English courts to protect its rights and interests, or to enforce the obligations of the other party.
21.6 During any dispute, including a dispute as to the validity of any aspect of this Agreement, it is mutually agreed between the parties that the parties shall continue to comply with the provisions of this Agreement.
22.1 The Customer shall not make any press announcements or publicise the parties' relationship in any way, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).
22.2 The Customer shall take all reasonable steps to ensure the observance of the provisions of condition 22.1 by all its employees, agents, representatives and sub-contractors.
23 FORCE MAJEURE
The Company shall be entitled to cancel or delay delivery if it is delayed or hindered in or prevented from manufacturing or delivering through any circumstances beyond its reasonable control, including but not limited to strike, accident, fire, flood, volcanic ash, act of God, reductions in or unavailability of materials at the Company’s or its supplier’s premises, or breakdown of plant or machinery.
24 Intellectual Property Rights
24.1 All documents supplied by the Company to the Customer shall remain the property of the Company and the Company shall retain all rights to the copyright, design right or other intellectual property rights in the same. The Customer shall at all times maintain the confidentiality of such documents and acknowledges the Company’s intellectual property rights in such documents and information and in the Goods themselves.
24.2 All catalogues, specifications and other technical characteristics and any descriptive matter and other documents supplied by the Company to the Customer are intended to give a general description of the Goods offered and shall not form part of the contract unless otherwise expressly agreed in writing.
24.3 The Customer shall have no right or licence to use any trademark owned or used by the Company on the Goods.
24.4 If any claim is made against the Customer alleging that Goods infringe any patent rights, registered designs, copyright or other industrial property rights of another, then:
24.4.1 the Customer shall forthwith notify the Company with full particulars; and
24.4.2 the Company or its suppliers or licensors (as the case may be) shall be at liberty at their expense to conduct all negotiations and/or litigation in respect thereof and (if necessary) in the name of the Customer and if as a result of such negotiations or litigation the Customer shall be unable to use the Goods substantially for the purposes for which they were bought, the Company shall (except where condition 23 applies) take them back and refund the price thereof to the Customer and such refund shall be in full satisfaction of all claims by the Customer against the Company.
24.5 The Customer shall indemnify the Company against all actions (including the cost of defending legal proceedings), expenses, claims, proceedings and demands in respect of any infringement or alleged infringement by the Company of patent rights, registered design, copyright or other industrial rights attributable to the Company when complying with any special instructions, drawings or specifications of the Customer or other requirements of the Customer relating to Goods.
24.6 The Company gives no warranty or assurance and makes no representation that Goods do not infringe any intellectual property rights of any other person, firm or company in the territory or as to the validity of the intellectual property rights.
24.7 The Customer shall, at the expense of the Company, take all such steps as the Company may reasonably require to assist the Company in maintaining the validity and enforceability of the intellectual property rights of the Company, including entering into registered user or similar agreements.
25.1 This Agreement shall be governed by the laws of England and subject to the exclusive jurisdiction of the English Courts