Terms & Conditions

Important Notice: The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

These Conditions apply to all purchases. Please read these Conditions carefully before you place any orders, as they set out important information about your and our rights and obligations. Please note that you must agree to these terms before you place your order.

For the purposes of these Conditions, you are a ‘consumer’ if you are buying products from Paragon Studio Projects Limited as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. You are a ‘business customer’ if you are buying products from Paragon Studio Projects Limited for purposes relating to your trade, business, craft or profession. Some terms only apply to your order if you are a consumer and other terms only apply to your order if you are a business customer, so please make sure you read these Conditions carefully.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

  • Bespoke Goods: bespoke custom products that are not part of the Supplier’s core product range.
  • Built-to-order Goods: the Supplier’s core range of products which are made to order in accordance with the Customer’s selected finishes; and are not held in stock.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Conditions: these terms and conditions.
  • Contract: the agreement between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions and the Order.
  • Customer: the person or firm who purchases the Goods from the Supplier.
  • Customer Materials: has the meaning given in clause 3.7.
  • Custom Order: an offer from the Customer to purchase Built-to-order Goods or Bespoke Goods from the Supplier in accordance with a Quote and these Conditions.
  • Delivery Location: has the meaning given in clause 5.1 or 5.2 (as applicable).
  • Force Majeure Event: has the meaning given to it in clause 13.
  • Goods: the Standard Goods, Built-to-order Goods and Bespoke Goods (as applicable).
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Online Order: an offer from the Customer to purchase Standard Goods from the Supplier in accordance with these Conditions.
  • Order: an Online Order or a Custom Order (as applicable).
  • Quote: the Supplier’s quotation for the supply of Built-to-order Goods and/or Bespoke Goods provided in writing by the Supplier to the Customer, whether via the Supplier’s website or otherwise.
  • Specification: any specification for the Built-to-order Goods and/or Bespoke Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier (including, without limitation, in the Quote) (if any).
  • Standard Goods: the Supplier’s core range of products held in stock and available to purchase via its website for immediate shipping.
  • Supplier: Paragon Studio Projects Limited registered in England and Wales with company number 14902564.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes email.

2. Online Orders

2.1 The Customer is responsible for checking that the Online Order is correct and accurate prior to submission.

2.2 After an Online Order has been placed, the Supplier shall send the Customer an acknowledgment email to confirm that the Online Order has been received. This does not mean that the Online Order has been accepted by the Supplier.

2.3 Acceptance of an Online Order by the Supplier takes place when the Supplier dispatches the Standard Goods to the Customer, at which point a legally binding Contract is formed between the Customer and Supplier in accordance with these Conditions. The Supplier will provide the Customer with a shipping confirmation email to confirm once an Online Order has been dispatched. Standard Goods are usually dispatched within 48 hours of the Online Order being placed.

2.4 If the Supplier does not accept an Online Order, for example because the Standard Goods are unavailable, or there has been a mistake regarding the pricing or description of the Standard Goods, the Supplier will email the Customer using the details provided when the Online Order was placed. The Supplier has the right to reject any Order for any reason.

3. Custom Orders

3.1 A Quote given by the Supplier shall not constitute an offer. A Quote shall only be valid for a period of 30 Business Days from its date of issue.

3.2 A Custom Order constitutes an offer by the Customer to purchase Built-to-order Goods and/or Bespoke Goods in accordance with these Conditions and the Quote. The Customer must ensure that the terms of the Custom Order and any applicable Specification are complete and accurate.

3.3 A Custom Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Custom Order, at which point and on which date the Contract shall come into existence.

3.4 Built-to-order Goods and Bespoke Goods are described in the Specification. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement or as a result of changes in technical knowledge, production techniques, government or other regulations, health and safety regulations or practices or any other reasonable cause, and the Supplier shall notify the Customer in any such event. Further, the Supplier reserves the right to amend the Specification if the amendment will not materially affect the nature or quality of the Built-to-order Goods and/or Bespoke Goods, and the Supplier shall notify the Customer in any such event.

3.5 In respect of Bespoke Goods, the Supplier will provide pre-production designs and/or construction drawings if agreed in the Quote. Designs and/or construction drawings will only be produced by the Supplier once payment has been received by the Supplier in accordance with clause 9.2. The Supplier shall not be required to commence production on any Bespoke Goods until the relevant designs and/or construction drawings have been approved in writing and signed by the Customer.

3.6 If the Customer requests a material change to a design for Bespoke Goods, the Supplier shall be entitled to charge additional fees for each reissue of the design and/or construction drawings in accordance with clause 9.2.3.

3.7 To the extent that the Supplier manufactures (or appoints a third party to manufacture) Bespoke Goods in accordance with a design or specification supplied by the Customer (Customer Materials), the Customer shall indemnify the Supplier against all losses incurred by the Supplier as a result of any claim that the Supplier’s use of the Customer Materials infringes the Intellectual Property Rights of any third party. This clause 3.7 shall survive termination of the Contract.

3.8 The Supplier acknowledges that the Customer Materials are and remain the exclusive property of the Customer or, where applicable, the third party licensor from whom the Customer derives the right to use them. The Customer grants to the Supplier a non-exclusive, royalty-free licence (including the right to grant sub-licences to permitted subcontractors) to use the Customer Materials solely for the purpose of performing its obligations under the Contract.

3.9 The Customer acknowledges that all Intellectual Property Rights in the Specification and any designs and or construction drawings (excluding Customer Materials) are and shall remain the exclusive property of the Supplier or, where applicable, its licensors.

4. Basis of contract

4.1 Any descriptive matter or advertising issued by the Supplier and any descriptions or illustrations of the Goods contained in the Supplier’s catalogues, website(s) or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force. In particular, any technical or other information contained in the Supplier’s advertising, sales and technical literature is provided for general guidance only and forms no part of the Contract. The Supplier cannot guarantee that the colours displayed on a device will match exactly the appearance of the Goods. The colours of the Goods displayed on the Supplier’s website may vary depending on what device is being used.

4.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. They supersede any previously issued terms and conditions of purchase or supply. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

4.3 All of these Conditions shall apply whether the Customer is a business customer or consumer customer save for where application (or disapplication) to one or the other is specified.

5. Delivery

5.1 In respect of Standard Goods, delivery will be to the address specified by the Customer when the Online Order was placed (Delivery Location).

5.2 In respect of Built-to-order Goods and Bespoke Goods:

5.2.1 the Supplier shall deliver or procure delivery to the location set out in the Quote or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Built-to-order Goods or Bespoke Goods are ready; or

5.2.2 the Customer shall collect from such location as set out in the Quote or such other location as the parties may agree in writing (Delivery Location) within five Business Days of the Supplier notifying the Customer that the Built-to-order Goods or Bespoke Goods are ready.

5.3 Delivery of the Goods shall be completed on the completion of unloading or loading (as the case may be) of the Goods at the Delivery Location.

5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in or failure of delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 Unless otherwise notified to the Customer by the Supplier in writing, the standard lead time for production of Built-to-order Goods and Bespoke Goods is 12 weeks from the date of payment of the price by the Customer.

5.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.7 If the Customer fails to take or accept (as the case may be) delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

5.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

5.7.2 the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

5.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted (as the case may be) delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.9 The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. Returns and refunds

6.1 The Customer shall have 14 days from the delivery date to change its mind and cancel the Order (Cancellation Period). This does not apply to:

6.1.1 Bespoke Goods, Built-to-Order Goods or any Goods which are personalised; and

6.1.2 any Goods that have a protective or hygiene seal if that seal has been broken.

6.2 To cancel an Order, please email the Supplier at hello@paragonstudio.co.uk. Please include the order number and reason for cancellation in the email. Any written cancellation is effective from the date the Supplier actually receives the written notice. Once approved the Supplier will provide the Customer with return instructions.

6.3 The Goods must be returned to the Supplier within 14 days of the Customer notifying the Supplier that it wants to cancel the Order under clause 6.1. The Supplier may withhold the refund until it has received the Goods back from the Customer.

6.4 Goods must be returned in a brand new and unused condition, with all original tags and with the original packaging intact. The Supplier may make a deduction from the refund amount if the Customer has handled the Goods in a way that has diminished the value of the Goods, if such handling was beyond what is necessary to establish the nature, characteristics and functioning of the Goods. The Customer is responsible for the Goods whilst in their possession. The Supplier will only refund standard delivery costs.

6.5 Unless the Goods are faulty or misdescribed, the Customer is responsible for the cost of returning the Goods. The Customer is responsible for ensuring that the Goods are safely returned and the Supplier shall not be responsible for any lost Goods.

6.6 The Supplier shall issue the refund to the same payment method used when the Order was placed once the Goods have been inspected and approved for refund. The Supplier shall use reasonable endeavours to process refunds within 5 to 10 days of receipt of the returned Goods.

6.7 Manufacturing Commitment for Built-to-Order goods; when an order is placed for Built-to-Order goods, a dedicated manufacturing slot is immediately reserved, and the raw materials required for production are promptly allocated and processed. These goods are therefore considered committed to manufacture from the time of order.

6.8 Cancellations of Built-to-Order goods made within 14 days of placing a purchase order or making a deposit payment will incur a restocking fee of 20% of the total order value.

6.9 Cancellations of Built-to-Order received after 14 days from the date of purchase order or deposit payment will incur a restocking fee of 30% of the total order value, reflecting the advanced stage of production and allocation of materials.

Clients must pay special attention to clause 6.1.1; Bespoke Goods that include personalised finishes, bespoke dimensions, or any other custom specifications are non-cancellable and non-returnable once manufacturing has commenced, except with the express written consent of the manufacturer. Any exception to this policy remains at the manufacturer’s sole discretion.

7. Quality

7.1 The Supplier warrants that on delivery, and for a period of 2 years from date of delivery (the Warranty Period) the Goods shall:

7.1.1 conform in all material respects with their description or the Specification (as the case may be);

7.1.2 be free from material defects in design, material and workmanship; and

7.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

7.2 Subject to clause 7.5, the Customer may reject any Goods that do not comply with clause 7.1, provided that the Customer:

7.2.1 serves a written notice on the Supplier within a reasonable time of discovery that the Goods do not comply with the warranty in clause 7.1;

7.2.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;

7.2.3 gives the Supplier a reasonable opportunity to examine the defective Goods; and

7.2.4 at the Supplier’s cost, returns any Goods rejected under clause 7.2. Risk and title in the rejected Goods shall pass back to the Supplier at the point at which the Goods are returned.

7.3 As the Customer’s sole and exclusive remedy, as soon as reasonably practicable after receiving a written notification in accordance with clause 7.2, the Supplier shall, at the Supplier’s option:

7.3.1 repair or replace the Goods; or

7.3.2 provide the Customer with a full refund of the price paid by the Customer for the Goods.

7.4 The provisions of these Conditions, including the warranties set out in clause 7.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

7.5 The Supplier shall not be liable for any breach of the warranty set out in clause 7.1:

7.5.1 where such failure arises as a result of wear and tear, the Customer’s or a third party’s wilful damage, or the Customer’s or a third party’s negligence, or could be expected to arise in the normal course of use of the Goods;

7.5.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on operation, storage or maintenance. Unless expressly stated by the Supplier, the Goods are intended to be used in an indoor, temperature controlled environment and should not be exposed to humid conditions, excessive moisture or extreme temperature changes;

7.5.3 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods;

7.5.4 where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or

7.5.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 7.1.

7.6 Except as set out in this clause 7, all representations, warranties, terms and conditions or undertakings, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

7.7 This clause 7 does not affect any statutory rights the Customer may have as a consumer (including any rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the Consumer Rights Act 2015). If the Customer is a consumer, the Supplier will honour its legal duty in respect of faulty or misdescribed Goods. The Customer’s legal rights are summarised below. These are in addition to the rights set out in clause 6 above. For more detailed information please visit the Citizens Advice website www.citizensadvice.org.uk.

Summary of a consumer’s key legal rights

The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

  • Up to 30 days: if your goods are faulty, then you can get a refund.
  • Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
  • Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

8. Title and risk

8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods including all delivery charges, in which case title to the Goods shall pass at the time of payment.

9. Price and payment

9.1 In respect of Standard Goods:

9.1.1 the price shall be the price set out on the website. Delivery charges and options will be made available prior to checkout;

9.1.2 prices and delivery charges may change at any time. Except as set out in clause 9.1.3 below, such changes will not affect existing Orders;

9.1.3 if there has been an error on the website regarding the pricing of any Standard Goods and this affects an Online Order, the Supplier will use reasonable endeavours to contact the Customer using the contact details provided when the Online Order was placed. The Customer shall have the option to re-confirm the Online Order at the correct price or to cancel the Online Order. If the Supplier is unable to contact the Customer, the Online Order shall be treated as cancelled and the Customer will be notified by email and a full refund issued;

9.1.4 payments must be made by credit or debit card, or via Apple Pay or Google Pay. The Customer must pay for the Online Order in full at the time it is placed. If the payment is unsuccessful, the Supplier shall use reasonable endeavours to contact the Customer using the contact details provided when the Online Order was placed. If the Customer cannot be contacted, the Supplier will cancel the Online Order and notify the Customer by email.

9.2 In respect of Built-to-order Goods and Bespoke Goods:

9.2.1 the price shall be the price set out in the Quote or as otherwise agreed by the parties in writing or, if no price is quoted or agreed, the price set out in the Supplier’s published price list in force from time to time;

9.2.2 the price shall be exclusive of all costs and charges of packaging, insurance and transport of the Built-to-order Goods and Bespoke Goods, which shall be invoiced to the Customer;

9.2.3 the Supplier reserves the right to increase the price of the Built-to-order Goods and Bespoke Goods by giving notice to the Customer at any time before delivery of the Built-to-order Goods or Bespoke Goods, to reflect:

(a) any increase in the cost of the Built-to-Order Goods or Bespoke Goods to the Supplier that is due to any factor beyond the control of the Supplier (including foreign exchange fluctuations, currency regulation, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the Built-to-order Goods or Bespoke Goods (including quantity or type), delivery date(s), or the Specification; or

(c) any delay caused by any instructions of the Customer in respect of the Built-to-order Goods or Bespoke Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Built-to-order Goods or Bespoke Goods.

9.2.4 the Supplier shall invoice the Customer for the price for the Built-to-order Goods and Bespoke Goods as stated in the Quote or as otherwise agreed in writing between the Supplier and the Customer. If no such payment terms are stipulated in the Quote or otherwise agreed in writing between the Supplier and the Customer, the Supplier shall invoice the Customer for the price for the Built-to-order Goods and Bespoke Goods at any time on or after acceptance of the Custom Order by the Supplier. Save for as otherwise agreed by the Supplier and the Customer in writing, or as stated in the Quote, and notwithstanding anything else contained in the Contract, the Supplier shall be under no obligation to commence manufacturing or procuring the Built-to-order Goods or Bespoke Goods until the price in question is received by the Supplier from the Customer in full and cleared funds to a bank account nominated in writing by the Supplier;

9.2.5 the Customer shall pay each invoice submitted by the Supplier:

(a) immediately on receipt of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer or as stated in the Quote; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract; and

9.2.6 if the Customer fails to make a payment due to the Supplier under this clause 9.2 by the due date, then, without limiting the Supplier’s other rights and remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.3 All amounts payable by the Customer under a Contract are exclusive of amounts in respect of value added tax, any similar sales tax or any tax that replaces such sales taxes chargeable from time to time (VAT) and all import taxes or levies of a similar nature which are imposed or charges by any competent authority or body in respect of the Goods. Any such VAT, taxes or levies payable shall be paid by the Customer in addition to the Supplier on demand.

9.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). This clause 9.4 shall not apply if the Customer is a consumer.

9.5 The Supplier may make an additional charge to the Customer for any export or customs documentation (including, without limitation, end user undertakings, export paperwork and customs declarations) that the Supplier deals with in connection with the Contract. All such charges will be notified to the Customer from time to time.

10. Data protection

10.1 The Supplier will use the Customer’s personal data as set out in the Supplier’s privacy policy available on the Supplier’s website https://www.paragonstudio.co.uk/privacy-policy/.

11. Limitation of liability

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1 The restrictions on liability in this clause 11 (including, without limitation, in clause 11.3 below) apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

11.2.1 death or personal injury caused by negligence;

11.2.2 fraud or fraudulent misrepresentation;

11.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

11.2.4 defective products under the Consumer Protection Act 1987.

11.3 Subject to clause 11.2, the Supplier’s total liability to the Customer under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed the total price paid for the Goods.

11.4 The types of loss listed below are wholly excluded by the parties.

11.4.1 loss of profits;

11.4.2 loss of sales or business;

11.4.3 loss of agreements or contracts;

11.4.4 loss of anticipated savings;

11.4.5 loss of use or corruption of software, data or information;

11.4.6 loss of or damage to goodwill; and

11.4.7 indirect or consequential loss.

11.5 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6 Clause 11.1 and clauses 11.3 to 11.5 (inclusive) shall not apply to a Customer that is a consumer. Instead, when a Customer is a consumer the Supplier is responsible for foreseeable losses the Customer suffers caused by the Supplier breaching the Contract unless, subject to clause 11.2, the loss is:

11.6.1 unexpected in that it was not obvious that it would happen and nothing the Customer said to the Supplier before the Supplier entered into the Contract meant the Supplier should have expected it (so, in the law, the loss was unforeseeable); and/or

11.6.2 caused by a delaying event outside the Supplier’s control; and/or

11.6.3 avoidable in that something the Customer could have avoided by taking reasonable action; and/or

11.6.4 a business loss (being a loss the Customer suffers in connection with its trade, business, craft or profession).

11.7 This clause 11 shall survive termination of the Contract.

12. Termination

12.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

12.1.1 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default for 5 Business Days; or

12.1.2 the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so.

12.2 Where the Customer is a business customer, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

12.2.1 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

12.2.2 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

12.2.3 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3 Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

12.3.1 the Supplier commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 20 Business Days after receipt of notice in writing to do so;

12.3.2 the Supplier enters into administration or liquidation or is otherwise wound up; or

12.3.3 the Supplier ceases to carry on all of its business.

12.4 Without affecting any other right or remedy available to it, the Supplier may suspend further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.2.1 to clause 12.2.3, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.6 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. Force majeure

The Supplier shall not be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14. General

14.1 The Customer is not allowed to transfer its rights under the Contract to anyone without the Supplier’s prior written consent. The Supplier may transfer its rights under the Contract to another business without the Customer’s consent, but it shall notify the Customer of the transfer and make sure that the Customer’s rights are not adversely affected as a result.

14.2 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.2 shall not affect the validity and enforceability of the rest of the Contract.

14.3 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.4 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.5 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.6 If the Customer is a business customer:

14.6.1 any variation to the Contract will not be binding unless expressly agreed in writing between the Supplier and Customer; and

14.6.2 both parties agree that the Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

15. Governing law and jurisdiction

15.1 If the Customer is a consumer, the laws of England and Wales apply to the Contract, although if the Customer is resident elsewhere it will retain the benefit of any mandatory protections given by the laws of that country. Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that a consumer Customer can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which it lives.

15.2 If the Customer is a business customer, the Contract and any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. Both parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).