Terms & conditions

Hunters Contracts Ltd
Unit A, OYO Business Units, Hindmans Way
Dagenham, Essex RM9 6LP
Co. Registration no. 2530207 Registered office as above.

TERMS AND CONDITIONS (True & Certified Copy)

The customer’s attention is drawn in particular to the provisions of clause 11.

1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Cancellation Fee: has the meaning given in clause 4.3.1.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.

Contract: the contract between Hunters and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions.

Contract Price: the total proposed cost of the Goods, Services and any other applicable charges or fees as set out in the Order Confirmation.

Customer: the person or firm who purchases the Goods from Hunters.

Customer Default: has the meaning given in clause 9.2.

Defective Goods Notice: has the meaning given in 6.2.

Delivery: has the meaning given in clause 5.5.

Delivery Location: has the meaning given in clause 5.2.

Delivery Note: has the meaning given in clause 5.1.

Deposit: has the meaning given in clause 10.4.1.

Force Majeure Event: has the meaning given in clause 13.

Goods: the goods (or any part of them) set out in the Order Confirmation.

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.

Losses: has the meaning given in clause 3.3.

Order: the Customer’s order for the supply of Goods and/or Services.

Order Confirmation: has the meaning given in clause 2.3.

Other Provider(s): has the meaning given in clause 9.1.3.

Pandemic: has the meaning given in clause 13.3.

Purchase Order: the Customer’s request to purchase the Goods and/or Services, provided by the Customer to Hunters in writing or to Hunters’ sales representatives.

Services: any delivery and installation of the Goods by Hunters in accordance with the Contract.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Hunters.

Hunters: Hunters Contracts Limited (registered in England and Wales with company number 02530207).

Hunters Materials: has the meaning given in clause 9.1.9.

1.2 Interpretation:

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

1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5 A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 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. These Conditions also exclude all other terms and conditions which the Customer purports to apply under any catalogue, price list, advertising matter or similar document.

2.2 The Purchase Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order and any applicable Specification submitted by the Customer are complete and accurate.

2.3 The Purchase Order shall only be deemed to be accepted when Hunters issues an email accepting the Purchase Order submitted by the Customer (Order Confirmation), at which point the Order and Contract shall come into existence.

2.4 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.

2.5 Any samples, drawings, descriptive matter or advertising produced by Hunters and any descriptions or illustrations of the Goods or descriptions of the Services contained in Hunters’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by Hunters shall not constitute an offer. A quotation shall only be valid for a period of 30 calendar days from its date of issue.

2.7 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 trade, custom, practice or course of dealing.

2.8 These Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1 The Goods are described in the Order Confirmation.

3.2 The quantity and description of the Goods shall be as set out in the Purchase Order and confirmed in the Order Confirmation. The Customer and Hunters shall agree any design or Specification changes prior to proceeding with the Purchase Order.

3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Hunters against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (Losses) suffered or incurred by Hunters in connection with any claim made against Hunters for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Hunters’ use of the Specification. This clause 3 shall survive termination of the Contract.

3.4 Hunters reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, but for the avoidance of doubt, Hunters shall not be responsible for checking the Customer’s statutory or regulatory requirements and/or ensuring such requirements are met. If the Specification is amended under this clause, Hunters shall notify the Customer in any such event.

4. Cancelling or amending an order

4.1 The Customer may request to cancel the Contract, subject to notifying Hunters in accordance with clause 4.2. The Customer may not cancel the Contract without the prior written consent of Hunters.

4.2 Should the Customer wish to cancel the Contract, the Customer must inform Hunters in writing at the email address stated in our quotation. The Customer must provide the Order Confirmation number as well as any other details which may be relevant to the cancellation of the Order.

4.3 If the Customer cancels the Contract, the Customer shall be liable to either:

4.3.1 pay a fee as prescribed by Hunters (Cancellation Fee); or

4.3.2 indemnify Hunters against all Losses suffered or incurred by Hunters in connection with the cancellation of the Contract,

such option to be decided by Hunters at Hunters’ discretion.

4.4 The Customer acknowledges and accepts that, owing to the nature of the Goods, this may be the full price of the relevant Goods.

4.5 If the Customer wishes to amend the Order, the Customer shall inform Hunters in writing which changes it purports to make. Hunters shall inform the Customer in writing about whether it can accommodate the change(s) requested and the price and/or timing implications of any changes. If the Customer wishes to amend the Order on that basis in writing, it shall be noted that:

4.5.1 the Order shall be varied accordingly; and

4.5.2 Hunters may request immediate payment of any price increases owing to the requested changes to the bank account provided by Hunters in writing.

5. Delivery

5.1 Hunters shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Hunters reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered (Delivery Note).

5.2 Hunters shall endeavour to deliver the Goods during Business Hours to the location set out in the Order Confirmation or such other location as the parties may agree in writing (Delivery Location).

5.3 The Customer shall make any arrangements necessary to take delivery of the Goods at the Delivery Location. If the Customer is unable to take delivery of the Goods on the date of delivery, the Customer must notify Hunters in writing not less than seven days prior to the date of delivery of the Goods. Hunters reserves the right to invoice any reasonable costs incurred resulting from the delayed delivery, including but not limited to storage costs for the Goods and any subsequent re-delivery costs.

5.4 If the Customer requests that Hunters delivers the Goods to a third party, it is the Customer’s responsibility to ensure the address of the third party is correctly stated on the Purchase Order. Such delivery will be entirely at the risk of the Customer who shall continue to be bound by these Terms and Conditions.

5.5 Delivery is completed on the completion of unloading of the Goods at the Delivery Location (Delivery). On Delivery, Hunters shall:

5.5.1 if the Customer is present on Delivery, request that the Customer signs the Delivery Note; or

5.5.2 if the Customer is not present on Delivery, provide evidence to the Customer that the Goods are at the Delivery Location at the date and time agreed between the parties, but, for the avoidance of doubt, clauses 5.5.1 and 5.5.2 shall not be a pre-requisite for Delivery as Delivery will be deemed to have already occurred at the completion of unloading the Goods at the Delivery Location.

5.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Hunters shall not be liable for any delay in delivery of the Goods that is caused by:

5.6.1 a Force Majeure Event;

5.6.2 the Customer’s failure to provide Hunters with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or

5.6.3 any changes to the Order as requested by the Customer prior to delivery of the Goods.

5.7 If Hunters 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. Hunters shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Hunters with adequate delivery instructions, an adequate Delivery Location or any other instructions that are relevant to the supply of the Goods.

5.8 If the Customer fails to accept delivery of the Goods within three Business Days of Hunters notifying the Customer that the Goods are ready for delivery, then, except where such failure or delay is caused by a Force Majeure Event or Hunters’ failure to comply with its obligations under the Contract in respect of the Goods:

5.8.1 delivery of the Goods shall be deemed to have been completed when Hunters first attempted delivery or at 9.00 am on the third Business Day after the day on which Hunters notified the Customer that the Goods were ready to be delivered; and

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

5.9 If twenty Business Days after the day on which Hunters notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them and the Customer has not notified Hunters in writing that there will be a delay in the Customer accepting delivery of the Goods, Hunters may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

5.10 Hunters may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. Quality OF GOODS

6.1 Hunters warrants that on delivery, the Goods shall:

6.1.1 conform in all material respects with their description; and

6.1.2 be free from material defects in design, material and workmanship.

6.2 The Customer shall inspect the Goods on delivery and shall give notice in writing or by telephone to Hunters within 3 days of Delivery if, upon visual inspection, the Goods are damaged or are defective (Defective Goods Notice). The Defective Goods Notice must contain a description of the relevant damage or defect, and the number and type of Goods affected.

6.3 Subject to clause 6.4, if:

6.3.1 the Customer provides a Defective Goods Notice in accordance with clause 6.2 that some or all of the Goods do not comply with the warranty set out in clause 6.1;

6.3.2 Hunters is given a reasonable opportunity to examine such Goods; and

6.3.3 the Customer (if asked to do so by Hunters) returns such Goods to Hunters’ place of business at Hunters’ cost,

Hunters shall, at its option, repair or replace the defective Good(s).

6.4 Hunters shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:

6.4.1 the Customer fails to provide a Defective Goods Notice in accordance with clause 6.2;

6.4.2 the Customer makes any further use of such Goods after providing a Defective Goods Notice;

6.4.3 the defect arises because the Customer failed to follow Hunters’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.4.4 the defect arises as a result of Hunters following any drawing, design or Specification supplied by the Customer;

6.4.5 the Customer alters or repairs such Goods without the written consent of Hunters;

6.4.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

6.4.7 the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.5 Except as provided in this clause 6, Hunters shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.

6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.7 These Conditions shall apply to any repaired or replacement Goods supplied by Hunters.

7. Title and risk

7.1 The risk in the Goods shall pass to the Customer on Delivery.

7.2 Title to the Goods shall not pass to the Customer until Hunters receives payment in full (in cash or cleared funds) for:

7.2.1 the Goods; and

7.2.2 any other goods that Hunters has supplied to the Customer in respect of which payment has become due,

and title to the Goods shall pass at the time of payment of all such sums.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

7.3.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.2 not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Hunters;

7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the Delivery date and shall whenever requested by Hunters produce a copy of the insurance;

7.3.4 notify Hunters immediately if it becomes subject to any of the events listed in clause 12.2.2 to clause 12.2.4; and

7.3.5 give Hunters such information as Hunters may reasonably require from time to time relating to the Goods, as Hunters may require from time to time.

7.4 If the Customer fails to comply with the provisions of clause 7.3, payment of the Goods, including any applicable taxes and other fees, shall become payable within five Business Days.

7.5 At any time before title to the Goods passes to the Customer, Hunters may:

7.5.1 by notice in writing, terminate the Customer’s right to use them in the ordinary course of its business;

7.5.2 require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them; and

7.5.3 sell or dispose of any Goods recovered in accordance with this clause 7.5.

7.6 The Customer shall indemnify Hunters against all costs incurred by Hunters in recovering the Goods under clause 7.5.2.

8. Supply of services

8.1 Hunters shall supply the Services to the Customer in accordance with the Order Confirmation in all material respects.

8.2 Hunters shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

8.3 Hunters reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement Hunters is subject to, or if the amendment will not materially affect the nature or quality of the Services, and Hunters shall notify the Customer in any such event.

8.4 Hunters warrants to the Customer that the Services will be provided using reasonable care and skill.

9. customer’s obligations

9.1 The Customer shall:

9.1.1 ensure that the terms of the Purchase Order and any information it provides to Hunters is complete and accurate;

9.1.2 co-operate with Hunters in all matters relating to the Goods and Services;

9.1.3 provide or procure Hunters, its employees, agents, consultants and subcontractors, with access to the premises, office accommodation and other facilities as reasonably required by Hunters to deliver the Goods and/or provide the Services including clear access to facilitate the unloading of the Goods, and free access to open floor areas of the premises during the usual working hours of the Customer, to the exclusion of any other supplier, agent, consultant or subcontractor of the Customer (Other Provider(s));

9.1.4 provide Hunters with such information and materials as Hunters may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

9.1.5 be the entity responsible for the Other Provider(s):

9.1.5.1 including for instructing, paying, monitoring, liaising with and chasing the Other Provider(s). If Hunters requires any information from the Other Provider(s), the Customer shall procure that the Other Provider(s) provide such information to Hunters promptly when requested, or the Customer shall obtain the relevant information and shall promptly inform Hunters or such information when requested; and

9.1.5.2 if any Other Provider(s) damage any of the Goods, the Customer acknowledges and accepts that:

(a) this does not relieve the Customer from its obligations under these Conditions; and

(b) the Customer shall be responsible for pursuing the Other Provider(s) in relation to any loss it suffers in connection with such damaged Goods.

9.1.6 prepare the Customer’s premises for the supply of Goods and/or Services;

9.1.7 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

9.1.8 comply with all applicable laws, including health and safety laws;

9.1.9 keep all materials, equipment, documents and other property of Hunters (Hunters Materials) at the Customer’s premises in safe custody at its own risk, maintain Hunters Materials in good condition until returned to Hunters, and not dispose of or use Hunters Materials other than in accordance with Hunters’ written instructions or authorisation; and

9.1.10 comply with any additional obligations as set out in the Order Confirmation and any subsequent written correspondence from Hunters to the Customer.

9.2 If Hunters’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, or any act or omission of any Other Provider(s), or failure by the Customer to perform any relevant obligation (including if such failure is connected with failure of any Other Provider(s) (Customer Default):

9.2.1 without limiting or affecting any other right or remedy available to it, Hunters shall have the right to suspend supply of the Goods and/or performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Hunters’ performance of any of its obligations;

9.2.2 Hunters shall not be liable for any costs or losses sustained by the Customer arising directly or indirectly from Hunters’ failure or delay to perform any of its obligations as set out in this clause 9.2; and

9.2.3 the Customer shall indemnify Hunters against all Losses suffered or incurred by Hunters arising directly or indirectly from the Customer Default.

10. Price and payment

10.1 The price of the Goods and/or Services:

10.1.1 shall be the Contract Price; and

10.1.2 unless otherwise set out in the Order Confirmation or agreed by Hunters in writing, shall not include:

10.1.2.1 all amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Hunters at the prevailing rate, subject to the receipt of a valid VAT invoice;

10.1.2.2 all costs and charges relating to the packing, insurance and transport of the Goods, which shall be invoiced to the Customer;

10.1.2.3 all costs and charges of assembling, erecting and installing the Goods which shall be invoiced to the Customer where Hunters has agreed to provide such services as part of the Services.

10.2 Hunters may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods that is due to:

10.2.1 any factor beyond Hunters’ control (including increases in taxes and duties);

10.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered and/or Services required, or the Specification; or

10.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Hunters adequate or accurate information or instructions.

10.3 Prior to or at any time after Hunters issuing the Order Confirmation, if requested by Hunters in writing, the Customer shall pay the full Contract Price to the bank account nominated in writing by Hunters:

10.3.1 immediately on submission of any Purchase Order, and if required by Hunters, in cleared funds; or

10.3.2 in advance of delivery of the Goods and/or supply of the Services, and if required by Hunters, that funds are cleared prior to delivery of the Goods and/or supply of the Services; or

10.3.3 as otherwise stated in writing by Hunters.

10.4 If Hunters does not make a written request under clause 10.3:

10.4.1 in respect of the Goods and/or Services, by default the Customer shall pay 50% (or such other percentage of the Order as determined at Hunters’ discretion) of the Contract Price for the Goods and/or Services (Deposit) within 5 Business Days of receipt of the Order Confirmation to the bank account nominated in writing by Hunters; and

10.4.2 Hunters shall invoice the Customer for the balance of the Contract Price on or at any time after Delivery.

10.5 Excluding where clauses 10.3 or 10.4 apply, and unless otherwise agreed in writing by Hunters, the Customer shall pay each invoice submitted by Hunters:

10.5.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by Hunters and confirmed in writing to the Customer; and

10.5.2 in full and in cleared funds to a bank account nominated in writing by Hunters.

10.6 The Customer acknowledges that time for payment shall be at the essence of this Contract.

10.7 If the Customer fails to make a payment due to Hunters under the Contract by the due date, then, without limiting Hunters’ remedies under clause 12, 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 10.7 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%.

10.8 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).

11. Limitation of liability

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

11.1.1 death or personal injury caused by negligence;

11.1.2 fraud or fraudulent misrepresentation;

11.1.3 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.

11.2 Subject to clauses 11.1 and 11.3, Hunters’ total liability to the Customer shall not exceed the Contract Price.

11.3 The following types of loss are wholly excluded:

11.3.1 loss of profits;

11.3.2 loss of sales or business;

11.3.3 loss of agreements or contracts;

11.3.4 loss of anticipated savings;

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

11.3.6 loss of or damage to goodwill; and

11.3.7 indirect or consequential loss.

11.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.5 Unless the Customer notifies Hunters in writing that it intends to make a claim in respect of an event within the notice period, Hunters 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.

11.6 This clause 11 shall survive termination of this Contract.

12. Termination

12.1 Without affecting any other right or remedy available to it, Hunters may terminate the Contract by giving not less than 3 months’ written notice.

12.2 Without limiting its other rights or remedies, Hunters may terminate this Contract with immediate effect by giving written notice to the Customer if:

12.2.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

12.2.2 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), obtaining a moratorium, 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;

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

12.2.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;

12.2.5 there is a change of control of the Customer; or

12.2.6 the Customer fails to pay any amount due under the Contract on the due date for payment;

12.3 Without limiting its other rights or remedies, Hunters may suspend provision of the Goods under the Contract or any other contract between the Customer and Hunters if the Customer becomes subject to any of the events listed in clause 12.2.2 to clause 12.2.4, or Hunters reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.4 Without limiting its other rights or remedies, Hunters may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

12.5 On termination of the Contract for any reason, the Customer shall immediately pay to Hunters all of Hunters’ outstanding unpaid invoices and interest and, in respect of Goods and/or Services supplied but for which no invoice has been submitted, Hunters shall submit an invoice, which shall be payable by the Customer immediately on receipt.

12.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. Force majeure

13.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (Force Majeure Event).

13.2 The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving twenty Business Days’ written notice to the affected party.

13.3 If the Force Majeure Event is specifically in relation to the Covid-19 pandemic, or any subsequent wave of that pandemic, or any related or future pandemic (Pandemic), the parties’ respective obligations shall be suspended and the time for performance of the parties’ obligations shall be extended.

14. Intellectual Property Rights

14.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Hunters.

14.2 The Customer grants Hunters a fully paid-up, worldwide, non-exclusive, royalty-free non-transferrable licence to copy and modify any materials provided by the Customer to Hunters for the term of the Contract for the purpose of providing the Services to the Customer.

15. General

15.1 Assignment and other dealings.

15.1.1 Hunters may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

15.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Hunters.

15.2 Confidentiality.

15.2.1 Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.2.

15.2.2 Each party may disclose the other party’s confidential information:

15.2.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.2; and

15.2.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.2.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

15.3 Entire agreement.

15.3.1 The Contract constitutes the entire agreement between the parties.

15.3.2 Each party acknowledges that in entering into the Contract it does not rely on 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 misstatement based on any statement in the Contract.

15.4 Variation. Except as set out in these Conditions, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Notices.

15.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

15.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

15.7.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):

Hunters: legal@hunterscontracts.com

Customer: the email address of the Customer as stated on the Order Confirmation.

15.7.2 Any notice shall be deemed to have been received:

15.7.2.1 if delivered by hand, at the time the notice is left at the proper address;

15.7.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

15.7.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

15.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8 Third party rights. 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.

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.