Audax Terms & Conditions for Goods & Services
GOODS
1. The purchase by you ("Buyer") and the sale by Audax ("Seller") of the goods and services ("the Goods") for the price agreed (collectively, "the Order") is subject to the terms and conditions set out below which shall apply to the exclusion of any other terms or conditions. No variation of the Order or of these terms and conditions shall be binding unless agreed to in writing by an authorised representative of Seller and no variation of the Order or these terms and conditions shall be effected by any purchase order, shipping request or other similar form supplied by Buyer containing terms and conditions conflicting, inconsistent with or in addition to these terms and conditions.
2. Seller‟s employees or agents are neither authorised to make any representations concerning the Goods of the Order, nor to waive any term contained herein, unless such representation or waiver is confirmed by an authorised representative of Seller in writing. Buyer acknowledges that it does not rely on, and foregoes the right to bring any claim in reliance on, any such representation or waiver which is not so confirmed.
3. Buyer shall be responsible to Seller for ensuring the accuracy of the terms of the Order (including any applicable specifications) and for giving Seller any necessary information relating to the Goods within sufficient time to enable Seller to satisfy the Order in accordance with its terms. Seller reserves the right to make any changes in the specification of Goods which are required to conform with any applicable safety or statutory requirements in force for the time being in the United Kingdom whether arising under domestic law or otherwise.
4. No order which has been accepted by Seller may be cancelled by Buyer except with the agreement in writing of Seller and on terms that Buyer shall indemnify Seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damages, charges and expenses incurred by Seller as a result of cancellation and on terms that Buyer shall immediately pay on termination to Seller a cancellation charge equal to 20 percent of the price for the Goods.
5. All prices stated for goods are (unless otherwise stated in writing) on an ex-works basis and are exclusive of any applicable value added tax at the rates on force for the time being and of all charges for packaging, packing, shipping, carriage, insurance and delivery of the goods to Buyer and any other duties, imposts or levies payment of which shall be the responsibility of Buyer. In addition, Seller reserves the right, by giving notice to Buyer at any time before delivery, to increase prices of the Goods to reflect any increase in cost to Seller due to causes outside the control of Seller such as, but without limitation, foreign exchange fluctuations, currency regulation, increases in costs of labour or in other costs of manufacture, any notified change in delivery dates or quantities or specifications by Buyer or delay due to failure by Buyer to provide adequate information, or instructions.
6. Unless agreed otherwise in writing by Seller, payment by Buyer shall be prior to dispatch of goods. Time shall be of the essence, as regards the time limits for payment. If Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Seller, Seller shall be entitled to charge Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8 per cent per annum above the National Westminster Bank base rate from time to time, until payment in full is received by Seller.
7. Delivery of the Goods shall be deemed to have taken place on Buyer collecting the Goods at Seller‟s premises at any time after Seller has notified Buyer that the Goods are ready for collection, or if some other place for delivery is agreed by Seller delivering the Goods to the place. Any dates quoted by Seller in the Order or elsewhere for delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Without prejudice to the validity of the foregoing, acceptance of the Goods by Buyer will constitute a waiver of any right to claim for damages of delay in delivery. Time for delivery shall not be of the essence unless previously agreed by Seller in writing.
8. Seller shall not be liable by reason of any delay in performing, of any failure to perform, any of its obligations to Buyer, if the delay or failure was due to any cause beyond Seller‟s reasonable control. Without prejudice to the generality of the foregoing shall be regarded as causes beyond Seller‟s reasonable control: (a) acts of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority or the European Union; (d) import or export regulations or embargo: (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving Seller‟s employees or other); (f) difficulties in obtaining raw materials, labour, fuel, parts or machinery; and (g) power failure or break down on machinery. In the event of any delay due in whole or in part to any cause beyond Seller‟s reasonable control, Seller shall have such additional time for performance as may be reasonably necessary under the circumstances.
9. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Seller to deliver one instalment shall not give Buyer the right to treat the contract as repudiated as a whole.
10. If Seller fails to deliver the Goods for any reason other than any cause beyond Seller‟s reasonable control or Buyer‟s fault and Seller is accordingly liable to Buyer, Seller"s liability to Buyer shall be limited to the amount (if any) by which the cost of obtaining similar goods (in the cheapest available market) to replace those not delivered exceeds the price of the Goods.
11. Risk of damage to or loss of the Goods shall pass to Buyer, (a) in the case of Goods to be delivered at Seller‟s premises, at the time when Seller notifies Buyer that the Goods are available for collection: or (b) in the case of goods to be delivered otherwise than at Seller‟s premises, at the time of delivery (as defined in Clause 7 above) or, if Buyer fails to collect or take delivery of the Goods, the time when Seller has tendered delivery of the Goods at its premises.
12. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these terms and conditions, legal title to the Goods shall not pass to Buyer until Seller has received in cash or cleared funds payment in full of the price of the Goods. Buyer shall be deemed to hold the Goods as Seller‟s fiduciary agent and bailee and shall be under an ongoing duty to keep such Goods separate from other goods and clearly identifiable until such time as title passes. Seller reserves the right to demand delivery up of the Goods at any time before payment in full is received and the right to enter premises of Buyer or a Third Party Holding such Goods in order to repossess such Goods on failure by Buyer to deliver up or on Buyer becoming subject to an administration order or on Buyer making a voluntary arrangement with creditors (within the meaning of the Insolvency Act 1986) or if Buyer becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or on appointment of a receiver, administrative receiver or liquidator over any of Buyer‟s assets or where Buyer effectively ceases or threatens to cease carrying on business.
13. Subject to the conditions set out below, Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 12 months from risk of damage or loss passing to Buyer hereunder. This warranty is given subject to the following conditions: (a) Seller shall be under no liability in respect of any defect in the Goods arising from any specification supplied by Buyer, and (b) Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
14. In addition, Seller shall not be under any liability in respect or any defect or consequential loss arising from fair wear and tear, or any wilful damage, negligent use, or subjection to abnormal working conditions, or failure to follow Seller‟s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Seller‟s approval) or any act or omission of Buyer, its employees or agents or any third party. The warranty given in Clause 13 above does not extend to parts, materials or equipment not manufactured by Seller in respect of which Buyer will be entitled to the warranty or guarantee given by the manufacturer to Seller. Subject as expressly provided in these terms and conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of Buyer are not affected by these terms and conditions.
15. When Goods are sold under a consumer transaction (as in Clause 14 above) to a person dealing as a consumer (as defined in Clause 14 above), then Seller accepts liability for negligence of its agents and servants leading to death and personal injury only and shall not be liable for any other loss or damage whatsoever arising directly or indirectly our or the supply of the Goods or their use by Buyer or any consequential loss however caused and in all other respects all liability both in contract and/or tort in consumer contracts is excluded to the fullest extent permitted under the Unfair Contracts Act 1977 (for which purposes the parties acknowledge that the limitations of liability contained herein are reasonable) and the laws currently in force in the United Kingdom for the time being including directives, regulations and other legislation imposed by the organs of the European Union.
16. Where any valid claim in respect of any of the Goods which is based on any defect of quantity, quality or condition of the Goods, or their failure to correspond with specification is notified to Seller in accordance with these terms and conditions, Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at Seller‟s sole discretion, refund to Buyer the price of the Goods (or a proportionate part of the price), but Seller shall have no further liability to Buyer. Except in respect of death or personal injury caused by Seller‟s negligence, or as expressly provided in these terms and conditions, Seller shall not be liable to Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law for any loss of profit or any indirect, special or consequential loss, damage, costs expenses or other claims for compensation (whether caused by the negligence of Seller, its servants or agent or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by Buyer.
17. Buyer agrees to subject goods to a quality inspection within 2 days of receipt of goods by it. Any claim shall be waived by Buyer unless made in writing within 7 days from the date Buyer discovered or should have discovered the alleged defects, whichever date is earlier. No claim shall be accepted by Seller if such claim is the result of incomplete or inadequate specification supplied by Buyer.
18. Buyer must return goods which are alleged to be defective within 7 days of notifying Seller of such alleged defect in accordance with Clause 17 above.
19. Where the Goods are supplied for export from the United Kingdom, the following provisions shall (subject to any special terms agreed in writing between Buyer and Seller which expressly conflict with the same) apply notwithstanding any other provision of these terms and conditions: (a) Buyer shall be responsible for complying with any legislation, import bans or restrictions, or regulations in force for the time being regardless of its origin governing the importation of the Goods into the country of destination and for the payment of any duties, taxes, levies, fines or other charges thereon and shall make no claim against Seller in respect thereon: (b) unless otherwise agreed in writing between Buyer and Seller, the Goods shall be delivered ex works / f.o.b. the air or sea port of shipment and Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979: (c) Buyer shall responsible for arranging for testing and inspection of the Goods before shipment and Seller shall have no liability for any clam in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit; (d) payment of all amounts due to Seller in respect of export contracts shall be made by irrevocable letter of credit opened by Buyer in favour of Seller and confirmed by a bank acceptable to Seller unless otherwise agreed in writing by Seller.
20. Seller reserves the right to correct any typographical or clerical error made by Seller in estimates and quotations or other sales literature.
21. Seller reserves the right to require payment for any order in advance, to require satisfactory security or to suspend any further deliveries if the opinion of Seller the financial status of Buyer requires this.
22. If Buyer fails to make payment in accordance with the terms hereof or fails to comply with any provisions hereof, Seller may, at its option and in addition to any other remedies it may have, cancel any undelivered portion of the Order without prejudice to its right to recover with interest all amounts outstanding and claim a full indemnity from the Buyer for all charges and costs incurred as a result of such cancellation.
23. If Buyer becomes subject to an administration order or makes any voluntary arrangement with creditors (within the meaning of the Insolvency Act 1986) or being an individual or a firm is made bankrupt or being a company goes into liquidation (other than for the purposes of amalgamation or reconstruction ) or a receiver or administrative receiver is appointed in respect or any of the assets of Buyer or of Seller reasonably apprehends any of the above events is about to occur and notifies Buyer accordingly, then without prejudice to any other right or remedy available to Seller, Seller shall be entitled to cancel or suspend further deliveries to Buyer without incurring any liability and payment by Buyer for Goods delivered but not paid for shall be deemed to fall due immediately notwithstanding any agreement or previous arrangement.
24. Any notice required or permitted to be given under these terms and conditions shall be in writing and sent by registered post or facsimile transmission addressed to the addressee at its registered offices or principal place of business. Any notice sent by registered post shall be deemed to have been received by the addressee on the seventh day following the date of postage and any notice sent by facsimile transmission shall be deemed to have been received by the addressee 24 hours after such transmission provided a confirming copy is sent by registered post.
25. No waiver by any authorised representative of Seller of any breach by buyer of the Order or of any of these terms and conditions shall be construed as a waiver of any subsequent breach of the same or any other provisions.
Services
1. Terms:
"Data" means empirical or anecdotal (whether historical or otherwise) information and/or graphs, drawings, documents, know-how, or any other material provided as part of the Services.
"Fees" means the sums payable by you to us including taxes and duties at the prevailing rate at the date the Services are provided.
"Expenses" means reasonable expenses and include travel, mileage, accommodation, meals and sundries incurred during the period of engagement to you as defined in the proposal and contract issued prior to engagement of our services.
"Intellectual Property Rights" means any intellectual property right including but not limited to copyright, moral right, database right, patent, trade mark, domain name, trade secret or design right (whether registered or unregistered) or where relevant any application for such rights in any jurisdiction.
"Order" or "Engagement" means your request for us to deliver the Services, employment or use of a Contractor whether verbally, in writing, electronically or otherwise.
"Permitted Use" or "Introduction" means the purpose for which the data or advice may be construed or used by the customer.
"Customer" means you or a representative of your company or organisation who have contracted, requested or otherwise indicated the company to provide you with the services offered by the company.
"Services" means the security advice or other services including employment of a contractor we provide you with pursuant to an order (made by whatever means) solely for your permitted use.
"Term" or "Assignment" means in respect of the Services either the period during which we agree to supply you with the Services or Contractor or, if the Service is a one-off service, each separate occasion on which you purchase the Service.
"Remuneration" or "fees" includes fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Contractor for services rendered to or on behalf of the Client.
2.0 In consideration of your paying us the Fees we will provide you with the Services for the term of our engagement. You will use the advice solely for the permitted use and as permitted by these conditions. The Client agrees to pay the hourly charges of Audax as notified at the commencement of the Assignment and which may be varied from time to time during the Assignment. The charges are calculated according to the number of hours worked by the Contractor (to the nearest quarter hour) and comprise mainly the Contractor‟s hourly rate but also include Audax‟s commission calculated as a percentage of the Contractor‟s hourly rate, and any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable. VAT, if applicable, is payable on the entirety of these charges.
2.1 A contract for the provision of Services will become effective either when we accept an order in writing or when we first make available or deliver the Services to you, whichever occurs first.
2.2 We reserve the right at any time, subject to reasonable notice, to suspend the Services in the event of any actual or suspected breach by you of these Conditions.
2.3 You accept that it may be necessary to upgrade or change the content of the Services during the Term.
Version 2011.01
3.0 Unless otherwise agreed between us, we will not be obliged to supply you with any Services or Data until you have paid the Fees in full.
3.1.1 We may, in our absolute discretion, allow you to pay for Services by invoice. In such circumstances, you will be invoiced on a weekly basis and must pay the Fees within 14 days from the date of the invoice unless otherwise agreed in writing. If you fail to pay the Fees or any part of the Fees in accordance with the payment then, without prejudice to our other rights and remedies, we may suspend any Services and charge interest on the amount outstanding in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date of the invoice until we receive full payment in cleared funds both before and after any judgement.
3.1.2. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week or is completed or finished before the end of a week the Client shall sign Audax‟s time sheet (if required) verifying the number of hours worked by the Contractor during that week of the Assignment Signature of the time sheet by the Client is confirmation of the number of hours worked and constitutes acceptance that the Contractor‟s services have been provided for the hours indicated in accordance with these Terms. Failure to sign the time sheet does not affect the Client‟s obligation to pay the charges in respect of the hours worked.
3.2.3. The direct engagement by a Client of a Contractor introduced and/or supplied by Audax, or the introduction by the Client of a Contractor to any third party resulting in an Engagement renders the Client subject to the payment of an introduction fee of £30,000 provided that the engagement takes place within a period of 6 months from the termination of the Assignment under which the Contractor was last supplied, or if there was no Assignment, within 6 months of the introduction of the Contractor by the Employment Business. No refund of the introduction fee will be paid in the event that the engagement subsequently terminates. VAT is payable in addition to any fee due.
3.2 We reserve the right to require you to make advance payments on account of the Fees before we provide any Services.
3.3 You acknowledge that you will retain the risk of exchange rate fluctuations for all payments made in approved foreign currencies.
4.0.1 We cannot accept any liability for any losses incurred by you or any third party as a result of your or their reliance on Data and or any other information supplied to you as part of the Services. Contractors provided by Audax operating as an Employment Business to the Client are deemed to be under the direction and control of the Client for the duration of the Assignment. The Client will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Contractor. The Client shall indemnify Audax against any costs, claims, damages and expenses incurred by Audax as a result of any breach of these Terms by the Client.
4.0.2. We do not represent or warrant that you will have uninterrupted access to the Services nor that errors in the Data will or can be rectified.
4.1 We will exclude all other warranties, Conditions, Terms, Undertakings and obligations whether express or implied by statute or otherwise to the fullest extent permitted by law. The Client shall advise Audax of any special health and safety matters about which Audax is required to inform the "worker‟ and about any requirements imposed by law or by any professional body, which must be satisfied if the Worker is to fill the Assignment. The Client will assist Audax in complying with the Employment Business‟ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by Audax and the Client will not do anything to cause Audax acting as an Employment Business to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Worker for more than 48 hours in any week, the Client must notify Audax of this requirement.
4.2 You warrant to us that you will not use the Services, or the Data, or products derived from the Data, in ways which are knowingly or potentially libellous or slanderous of individuals, companies or organisations.
4.3 You further warrant to us that you will not use the Data for the principal purpose of advertising or promoting a particular product or service without the express permission, or in a way which could imply endorsement by us or generally in a manner which is likely to mislead others.
5.0 We grant to you a worldwide non-exclusive licence. Where not expressly specified you may view, print, copy for internal use, distribute internally and archive Data subject to the limitation specified in clause 9.5.
5.1 Any and all proprietary rights in the Data and/or the services are subject to Crown copyright protection. You will not acquire nor will you attempt to register any Intellectual Property Rights in the Data and/or Services.
5.2 "AUDAX" and its logo(s) are registered trade marks of Audax. You do not have the right to use or reproduce our logo(s) or other trade marks without our written authorisation.
5.3 Where the Permitted Use provides for the reproduction of Data, such reproduction or publication must contain a copyright acknowledgement in the form: "Copyright DDMMYY Published by AUDAX". In cases where you want to reproduce or publish Data that has been superseded you must make it clear that a more up to date version is available.
5.4 Data supplied to you including that Data supplied as part of the Service may be held for a maximum period of five years following the expiry of the Term. Nothing in this condition will allow you to retain Data in the event of termination following your breach of any Condition.
5.5 Nothing in these Conditions transfers to you the copyright or any other Intellectual Property Rights in the Data, Services, or any software, software tools, design concepts, know-how, techniques or methodologies which we use in undertaking the production of Data, or providing Services, the ownership of which remains absolutely with us at Audax.
5.6 You will give us any assistance we may require to enable us to obtain, defend and enforce proprietary and Intellectual Property Rights in the Data and the Services.
5.7 You will effect and maintain adequate security measures to safeguard the Data and the Services from access or use by any unauthorised person. You will notify us immediately if you become aware of any unauthorised use of the Services by anyone or if any actual or potential infringement of our Intellectual Property Rights in the Data or Services. You will permit us at any reasonable time to check that the use of Data and Services is in accordance with these Conditions.
5.8 You will permit us upon reasonable notice to check that you have complied with these Conditions.
6.0 Notwithstanding anything else contained in these Conditions, we may, at our option, suspend or terminate the Services or Consultancy Services immediately on giving notice to you if :
6.1 You fail to pay any amount that is due for payment under these conditions or:
6.2 You commit any other breach of any of these Conditions and in the case of a breach which is not persistent and which is capable of being remedied, have failed, within seven days after we have requested you in writing, to remedy the breach or:
6.3. You have a receiver or administrative receiver appointed over you or over any part of your undertaking or assets, or you pass a resolution for winding-up (except for the purpose of a bona fide scheme of solvent amalgamation or restructuring), or if a court of competent jurisdiction makes an order to that effect, or if you become insolvent or subject to an administration order, or if you enter into any voluntary arrangement with your creditors, or if any similar process to any of the above is commenced, or if you cease or threaten to cease to carry on business or for any other reason not contained within the foregoing.
6.4. Any suspension of the Services on our part will not prejudice our right to terminate the Services later, for the same or different reason.
6.5 Should we terminate the Services under a failure on your part to keep to these conditions, you will remain liable to pay us any portion of the Fees which remains unpaid in respect of the Services for the remainder of the Term together with any expenses we have incurred or have agreed to incur in connection with any work done or to be done for you
6.6 The termination or expiry of the Services for any reason:
6.7 Will not affect any accrued rights or liabilities which either you or we have, nor will it affect the coming into force or the continuance in force of any of these Conditions which is expressly, or by implication, intended to come into or to continue in force on or after termination; and/or
6.8 Will not entitle you to any refund of the Fees.
6.9 You do not have the right of early termination or cancellation of the Services unless we agree to your request in writing and upon such terms as we may agree and in this event we may, but shall not be obliged to make a partial refund of the Fees you have paid, or may have paid or in the case where we have agreed to Invoice our Services, review and deliver to you a revised Invoice, the date for settlement of which will be as if it were the date of the original Invoice and this will be entirely at our discretion.
7.0 We will not be liable for any delay in performing or failure to perform the Services caused by circumstances beyond our control and we will be granted a reasonable extension of time for the performance of the Services.
7.1 If the delay to performing our Services is due to circumstances on your part, howsoever caused, a penalty of an agreed percentage of the total value of the Contract at the time of Contract was agreed will be applied, subject to reasonable circumstances beyond your control being accepted by
8.0 We will not be liable to you for loss of actual or anticipated profits or savings, loss of business, loss of opportunity, loss or spoiling of Data, loss of contracts, or for any indirect or consequential loss, whether arising from negligence, or breach of contract, or in any other way, even if we were advised of, or knew of the likelihood of, that loss or type of loss arising.
8.1 Without prejudice to Condition 4.1 and 8.1, our liability for direct loss whether in contract, or tort (including negligence) or arising in any other way, will not exceed 100% of the amount you have paid to us or is payable for that part of the Services from which you claim for loss arises.
8.2. You acknowledge that the above exclusions and limitations have been drawn to your attention and is a fair apportionment of risk bearing in mind the amount of Fees, the nature of the Data and Services, and the Conditions outlined in Conditions 2.2, 2.3, 2.4, 3.2 and 6.1.
8.3. You will keep us fully and effectually indemnified against all actions, claims, proceedings, costs and/or damages together with all legal costs or expenses that we incur as a result of contracting with you (including any claims made by third parties against you or us paid by you to compromise or settle any claim made by a third party based on your use of Data or Services supplied by us.
9.0. We have obligations under law including the Freedom of Information Act to disclose information including confidential information held by us. We will always endeavour to consult with you before making a decision to disclose information held by us as a consequence of providing you with the Service.
9.1. No failure or delay by us to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or some other right, power or remedy.
9.2. These conditions are in addition to any written Contract or other written Agreement we may have signed and agreed or, in the absence of any written Contract or written Agreement these Conditions supersede all prior agreements, arrangements and undertakings between you and us and constitute the entire agreement between you and us relating to the Services provided by us.
9.3. These conditions shall prevail over any terms or Conditions that you seek to introduce that are not expressly contained within these Conditions. We may vary these Conditions at any time for whatever reason provided we issue you with written notification within seven days of such change.
9.4. You may not assign, transfer, sub-contract or sub-licence your rights or obligations under these Conditions or sell-on or share any Data, whether whole or in part, without first obtaining written consent from us.
9.5. You will delete or destroy the Data supplied to you following termination under Condition 6 or after five years calculated from expiry of the Term.
9.6. All notices to be given must be in writing and be sent to us at our address set out at Condition 1 above or will be sent to you at the address you supply, or current address we have on our file for you or principal place of your business and/or to any contact e-mail address you give us from time to time.
The headings to these Conditions are for ease of reference only, and do not affect the interpretation or construction of these Conditions.
9.7. Time will not be of the essence in respect of the Services provided subject to these Conditions, save such circumstances will only be achieved subject to a written Contract or written Agreement between you and us.
9.8. If any of these Conditions are, for any reason, held to be unenforceable, illegal or invalid, that unenforceability, illegality or invalidity will not affect any other provisions which will continue in full force and effect.
9.10. These Conditions expressly exclude any rights granted to any third party under the Contracts (Rights of Third Parties) Act 1999.
9.11. These Conditions shall be construed and enforced in accordance with the Laws of England and Wales. The English Courts shall have exclusive jurisdiction to deal with any dispute that arises out of or in connection with these Conditions where you are resident in England or Wales. In the case of those that are resident in Scotland each party shall submit to the non-exclusive jurisdiction of the Scottish Courts.
9.12. All communication, whether by written correspondence, e-mail written Contracts, or written Agreements or other such communication shall be in English.
9.13. Audax reserves the right to alter these terms and conditions prices, delivery terms, website, products and documents at any time. If any of these clauses or conditions are not legally effective, the remainder of them shall be effective. AUDAX can replace any clause or condition that is not legally effective with a clause or condition of similar meaning that is.
9.14. The Terms of Business will be as updated as on the website and are available to you as part of your and our ordering process. Photographs, drawings, diagrams and descriptions are for guide purposes only and do not necessarily represent the products on offer; any sizes, capacities and dimensions quoted are approximate and also for guidance purposes only.
9.15. Audax reserves the right to change the description or specification of its products without notice. We endeavour to indicate the availability of products held but on occasions, due to circumstances beyond our control, products may be temporarily out of stock and we are unable to guarantee their availability at all times. AUDAX will in no circumstances be liable for the non availability of any product.