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Terms and Conditions

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INFORMATION

Terms and Conditions

1 Definitions

1.1 In these Conditions the following expressions shall have the following meanings:

(a) “bought in Components” are components incorporated in the Goods which are not manufactured or assembled by SSL but which are incorporated into the Goods in the form in which they are received by SSL from their Suppliers.

(b) “bought in Goods” are Goods which are not manufactured or assembled by SSL but which are sold by SSL under the Contract in the form in which they are received by SSL from their suppliers.

(c) “SSL” means Solar Solve Ltd t/a Solar Solve Marine.

(d) “the Contract” means the contract for the sale of the Goods or supply of the Services by SSL to the Customer incorporating these Conditions.

(e) “the Customer” means the person, company or corporation with whom SSL contracts for the sale of the Goods or supply of the Services upon the terms of these Conditions.

(f) “the Goods” means the goods, articles, materials and components (if any) which are to be supplied by SSL to the Customer in accordance with the Contract.

(g) “the Property” means the place or site at which the Services are to be performed, including where the Contract requires, the part of the ship, building, tower or other structure where the Goods are to be installed.

(h) “the Services” means any design, installation, fixing, commissioning, cleaning, servicing or other services to be provided by SSL according to the Contract in relation to the supply of the Goods.

2 General

2.1 A quotation provided by SSL is an invitation to the Customer to make an offer only. No order from the Customer placed with SSL as a result of a quotation or otherwise shall be binding on SSL until it has been accepted by SSL.

2.2 These Conditions are the only Conditions on which SSL transacts business and shall be incorporated into the Contract to the exclusion of all other terms and conditions, including any terms and conditions specified or referred to in any order placed by the Customer. Any reference in any document forming part of the Contract (including any order, design, specification or similar document or documents to the same effect) to any terms or conditions of purchase or business of the Customer shall not have the effect of incorporating any such terms or conditions in the Contract.

2.3 No variation of these Conditions shall have effect, unless it is agreed to by SSL in a document signed by a SSL Director issued to the Customer.

3 Prices

3.1 Unless otherwise provided in the Contract:

(a) the price of the Goods and/or Services excludes Value Added Tax (VAT) which will be charged at the current rate, where applicable.

(b) unless the Contract requires SSL to perform any Services the price of the Goods is ex-works (EXW) and excludes the cost of carriage.

(c) the price for the Goods and any Services is stated on the Order Confirmation / Invoice.

(d) where the price in SSL’s quotation is based on production runs and specific delivery periods SSL reserves the right to vary the price for the Goods if the Customer orders different quantities or sizes from those stated and/or requires delivery over a different period;

(e) the cost of any variation or modification in the design, specification or materials of the Goods or nature or extent of the Services requested by the Customer after the date of SSL’s acceptance of the order shall, if such variation or modification is accepted by SSL, be paid for by the Customer and SSL shall notify the Customer of this cost before commencing production of the Goods or supply of the Services and shall revise the Contract price accordingly.

4 Delivery

4.1 Delivery of the Goods shall be made to the Customer at the place specified in the Contract or agreed between the parties unless the Contract includes Services to be performed by SSL at the Property or Vessel when the place of delivery shall be the Property or the Vessel.

If no place for delivery is specified or agreed then delivery shall take place at SSL’s works immediately prior to loading for delivery to the Customer. Where SSL does not deliver on its own transport, and unless otherwise agreed in writing, SSL shall on behalf of the Customer and at the Customer’s expense arrange for the carriage of the Goods to the Customer and the carrier selected by SSL shall be the agent of the Customer. In accordance with the provisions of Section 32 of the Sale of Goods Act 1979 delivery to the carrier will, in such circumstances, constitute delivery to the Customer. Goods to be exported from the U.K. are sold DAP – Delivered at Place (named place of destination) as defined by Incoterms 2010. The seller is responsible for arranging carriage and for delivering the goods, ready for unloading from the arriving conveyance, at the named place. Duties are not paid by the seller under this term, they are paid by the buyer.

4.2 Unless otherwise expressly agreed in writing, any delivery or supply date or time specified by SSL in any Order or otherwise is approximate. SSL will not be liable to the Customer for any loss or damage sustained by the Customer if SSL fail to meet the delivery date because of circumstances beyond our reasonable control, such as late delivery by the carrier.

4.3 If necessary SSL shall be entitled to deliver the Goods in instalments and to invoice the Customer for each instalment despatched.

4.4 Where damage to or loss of the Goods occurs before delivery to the Customer, SSL will (subject to the provisions below) replace or (at its discretion) repair free of charge any Goods damaged or lost. In such cases the time for delivery of the damaged or lost Goods shall be extended to a reasonable period required for replacement or repair. This undertaking is conditional upon:

(a) the Customer inspecting the Goods immediately upon their arrival at the delivery destination in accordance with the Contract to ensure that the number of items, boxes and quantities are as specified and the Goods are as described in SSL’s delivery note and the Customer’s order, and whether the Goods have been damaged during transit;

(b) the Customer providing written notice of any damage or loss with reasonable particulars to SSL and to the carrier (if not SSL) within 5 days of receipt of the Goods, or in the case of total loss within 7 days of receipt of SSL’s or the carriers delivery advice or other despatch documentation;

(c) the Customer, if requested by SSL and at the Customer’s cost, returning any damaged Goods to SSL’s factory within 1 month of receipt.

Without prejudice to the provisions of Condition 5 no claim in respect of non-delivery or damage in transit will be accepted by SSL unless the provisions of sub-clauses 4.4(a) to (c) inclusive of this Condition are met.

5 Risk

5.1 Goods shall be at the risk of the Customer:

(a) When they are delivered to the Customer’s premises or other place of delivery specified by the Customer by SSL’s own transport, or to the property from the time at which they are unloaded;

(b) In all other cases from the time they are loaded onto the vehicle on which they are to leave SSL’s premises en route to the Customer whether the vehicle is the Customer’s or a third party’s.

6 Title

6.1 Title of the Goods shall only pass to the Customer when the Customer has made payment in full of all sums owing to SSL, failing this SSL shall have the right to repossess or otherwise recover the Goods. Until Title passes the Customer shall hold the Goods as bailee for SSL.

6.2 Until the title to and property of the Goods pass to the Customer the following provisions shall apply:

(a) SSL may at any time without prior notice to the Customer repossess and re-sell the Goods if any of the events specified in Condition 18 occur. For the purpose of exercising its rights, SSL’s employees, agents or distributors, together with all vehicles and equipment considered by SSL to be necessary, shall be entitled at any time without prior notice to the Customer to free and unrestricted entry to the Customer’s premises and other locations (including the Property) where any of the Goods are located;

(b) the Customer shall store the Goods in a proper manner to prevent them from damaged and deterioration without charge to SSL and ensure that they are clearly identified as belonging to SSL. Without prejudice to sub-paragraph (a) of this Condition SSL shall be entitled to examine the Goods in storage at any time during normal business hours on giving the Customer reasonable notice of its intention to do so;

(c) the rights and remedies granted to SSL by Condition 6 are in addition to and shall not in any way prejudice, limit, or restrict any other rights or remedies of SSL under the Contract.

7 Performance of the Contract

7.1 Dates or periods for delivery of the Goods and performance of the Services are approximate. If, having used reasonable attempts to comply with a date or dates specified in the Contract for the despatch or delivery of the Goods to the Customer, or commencement or completion of the Services, SSL is not able to do so, such failure shall not constitute a breach of the Contract by SSL. In such circumstances SSL shall be entitled to a reasonable extension of time to meet the requirements and the Customer will not be entitled to terminate the Contract or claim damages against SSL.

7.2 If SSL is prevented or hindered from performing the Contract or any part of the Contract by any circumstances beyond its reasonable control further performance of the Contract shall be suspended for so long as SSL is prevented or hindered. If the performance of the Contract is suspended for more than 3 consecutive months then the Customer or SSL shall be entitled by notice in writing to the other to terminate the Contract or to cancel any outstanding part of it. If the Customer has prevented or hindered SSL from performing the Contract or any part of the then in such circumstances the Customer shall pay at the rate for all Goods and Services supplied by SSL to the actual date of the termination. SSL shall not have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of SSL’s inability to perform its obligations under the Contract by reason of these circumstances.

7.3 Where Goods are delivered or Services supplied by instalments, each instalment shall be deemed to be sold or supplied under a separate Contract to which these Conditions shall apply (mutatis mutandis). No default in respect of any one instalment shall affect or prejudice due performance of the Contract regarding any other instalments.

7.4 Where Goods are to be supplied or delivered by SSL in accordance with delivery schedules agreed in writing by the parties, the Customer shall not be entitled to cancel or vary the delivery schedule without prior written consent of SSL, and SSL shall be entitled to the reimbursement of any additional costs and expenses incurred or suffered by it as a result of such cancellation or variation (including but without limitation handling charges, storage and insurance costs).

7.5 Where postponement of delivery or completion of the Contract is requested by the Customer and agreed by SSL, the Customer shall pay any resulting costs and expenses (including a reasonable charge for storage and insurance of the Goods and interest on the Contract price), and the Goods shall be held at the Customer’s risk as from the time at which the Goods are ready for delivery or SSL is ready and able to perform the Services, whichever occurs first.

7.6 If performance of the Contract is suspended at the request of, or delayed through default of the Customer, including incomplete or incorrect instructions, or refusal to collect or accept delivery of the Goods, or refusal to allow performance of the Services to commence for a period of 3 days, SSL shall be entitled to payment at the contract rate for Services already performed, Goods supplied or ordered, and any other additional costs incurred, including storage, insurance and interest on the contract price, provided that if the Customer fails to collect or accept delivery of the Goods, or any part thereof, within 28 days of written notification from SSL that the Goods are ready for collection or delivery, SSL shall be entitled (without prejudice to its other remedies under the contract for such a breach) to sell the Goods and to apply the proceeds of the sale if sold towards payment of sums due to SSL under the Contract.

7.7 SSL shall be entitled without prior approval of the Customer to sub-contract the Contract or any part of it.

8 Acceptance of the Goods by the Customer

8.1 If the Contract does not require SSL to carry out any Services then the Customer shall be deemed to have accepted the Goods and it shall be agreed that they are according to the Contract, unless within 10 working days of receipt of the Goods the Customer notifies SSL in writing of any defect in materials or workmanship, or failure to comply with designs, drawings, specifications or other information supplied by the Customer, or any other failure of the Goods to conform with the contract which would be apparent on inspection and testing, as it is reasonable for the Customer to undertake within 10 working days.

8.2 If, after notice of rejection has been given, the Customer deals with the Goods as if he was the owner of them, or if the conduct of the Customer is inconsistent with such rejection, or with the ownership of the Goods by SSL, then the Customer shall be deemed to have accepted the Goods and be liable to pay for them.

9 Payment

9.1 Where SSL is not required to provide any Services, then unless the Contract provides otherwise, the Contract price for the Goods shall be payable not later than 30 days after the despatch date of the Goods.

9.2 Where SSL is required to provide Services, then unless the Contract provides otherwise, payment by the Customer shall be as follows:-

(a) immediately on despatch of any of the Goods by SSL the full contract price of these Goods;

(b) on completion of the Contract the balance of the Contract price shall be payable not later than 30 days after the completion date.

9.3 Where the Contract is for the provision of Services only, then unless the Contract provides otherwise, payment shall be due not later than 30 days after the completion of the Services.

9.4 Where Goods and Services are delivered or performed by instalments the Customer shall be obliged to pay for each instalment upon the terms set out in whichever of sub-paragraphs 9.1 and 9.2 of this Condition are appropriate.

9.5 The time stipulated for payment shall be of the essence of the Contract and failure to pay within the period specified shall entitle SSL upon the expiration of 7 days notice in writing to the Customer to suspend further performance of the Contract pending payment and, in addition, SSL shall be entitled without liability wholly or partly to cancel the Contract or any other contract between SSL and the Customer without prejudice to any other remedy available to SSL.

9.6 SSL shall be entitled to interest at a charge of 4% a year above the Bank of England base rate on any part of the Contract price not paid by its due date. Interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

9.7 Where SSL specifies that payment should be made by Letter of Credit the Customer must establish and maintain in favour of SSL an irrevocable and unconditional letter of credit with or confirmed by a bank in England satisfactory to SSL. All bank charges in connection with the Letter of Credit and the opening thereof shall be paid by the Customer. If for any reason the bank is liable to make payment to SSL under any Letter of Credit established for that purpose fails to do so the Customer shall nevertheless remain liable to pay for the Goods supplied and Services performed.

10 Notice of the Right to Cancel

10.1 The Customer shall not be entitled to cancel an order which has been accepted by SSL except on terms which reimburse SSL for its loss of profit and all costs, charges and expenses (including costs of tooling and purchase of raw materials) incurred by SSL in respect of the order up to the date of receipt by SSL of written notification of cancellation from the Customer.

10.2 As the Goods are ‘made-to-measure’ to each Customer’s specific requirements the Consumer Contracts Regulations 2013 do not apply to Orders placed by Customers who are Consumers, however, this does not affect the Customer’s legal rights if the Customer is a Consumer in relation to ‘made-to-measure’ Goods that are faulty or not as described.

11 Contracts for or including Services

11.1 If the Contract is for or includes Services to be performed by SSL the following provisions apply:

(a) if the Customer requires overtime or additional work to be carried out then a request must be made in writing and work shall be charged at SSL’s current overtime rates;

(b) if the Services are to be performed at the Property then the Customer shall provide, without charge:

(i) adequate and safe covered storage and protection for the Goods and SSL’s tools, equipment and materials not more than 40 metres from the installation site;

(ii) free and safe access to the Property;

(iii) facilities and services necessary to enable the Services to be performed safely and efficiently including, but without limitation, unloading and parking of vehicles, carrying and hoisting materials and the provision of suitable scaffolding or other means of access;

(iv) where the Services include installation of the Goods then an electric power point should be provided adequate for the operation of the Goods where they are electrically operated within 1 metre of where the Goods are to be installed;

(v) provision of adequate and safe electrical power and an electricity isolation switch within 5 metres of the place of installation within the Property to operate SSL’s power tools and equipment.

11.2 The Customer shall ensure that all requirements of the Factories Acts, Health & Safety at Work Act and all other statutes, regulations, orders and requirements of any competent authority, or any equivalent requirements in any country other than the U.K. in which the Services are to be performed by SSL are complied with, regarding the Property and the matters which are the responsibility of the Customer and are specified in paragraph 11.1 of this Condition. The Customer shall pay SSL for any expenses incurred by SSL for any breach by the Customer of any of its obligations under this sub-paragraph, and without prejudice to SSL’s right to recover any loss incurred. A certificate from SSL’s accountants certifying these amounts shall be conclusive and binding on SSL and the Customer.

11.3 Subject to the provisions of Condition 7 the Services shall be performed at the time stated in the Contract and according to the timetable or programme agreed in the Contract. In the absence of such provision in the Contract, the Services shall be performed at the time agreed by the parties and according to the timetable or programme agreed by the parties. Where any delay arises in the start or completion of the services by SSL as a result of any delay in, or alteration to, the timetable or programme, or any failure on the part of the Customer to provide any of the facilities required by Condition 11, or as a result of any delay of any third party or the Customer, the Customer shall reimburse SSL for any additional costs or expenses SSL may incur. SSL shall also be entitled to a reasonable extension of time to complete the Services.

12 Inspection of the Property or Vessel

12.1 SSL shall be entitled to rely on the information supplied by the Customer with regard to the Property or Vessel including information relating to:

(a) the method of construction and materials utilised in the building of the Property or Vessel;

(b) any measurements or features, openings or windows in relation to where the Goods are to be installed;

(c) the location and means of access, and the electrical supply available to SSL;

(d) the Condition and fabric of the Property or Vessel.

12.2 If SSL decides to inspect the Property or Vessel before carrying out their Services the Customer shall ensure access for SSL for that purpose. The extent and nature of an inspection shall be decided by SSL but shall usually be limited to a visual inspection only. If it appears from an inspection that any information previously supplied by the Customer to SSL is inaccurate in a material respect then SSL shall notify the Customer in writing and the Customer shall reimburse SSL for any cost or expenses incurred by SSL.

12.3 If, during an inspection, SSL discovers that the condition of, or the method or materials of construction of the Property or Vessel is not suitable for the installation of the Goods then SSL shall notify the Customer in writing. If the Customer decides to ignore such notification and instructs SSL, despite the notification, to proceed with the performance of the Services then SSL shall do so strictly on the basis that it shall not be liable to the Customer for any loss or damage that the Customer may incur, and that the Customer will indemnify SSL against all actions, proceedings, claims, demands, costs and expenses to which the Customer may be subject as a result of the performance of the Services and to which it would not have been subject had the Customer not ignored the notification but had properly remedied the defects they were notified of.

12.4 If, during the course of performing the Contract, SSL forms the opinion that the Property or Vessel is unsuitable for the installation of the Goods without remedial work being undertaken before the performance of the Services proceeds further then SSL shall notify the Customer. If the Customer does not arrange for the remedial work to be carried out either by SSL or a third party within 4 days of notification by SSL, or if the remedial work carried out by a third party is not to the reasonable satisfaction of SSL then SSL may, by notice in writing to the Customer, terminate the Contract and the Customer shall be required to:

(a) pay SSL the price of the Goods (if it has not already been paid); and

(b) pay SSL the balance of the Contract price less a reasonable allowance for any part of the Services which at the time of the termination had not been provided by SSL; and

(c) pay SSL any other sum which has already become due and payable by the Customer to SSL according to the Contract but remains unpaid.

12.5 If, after SSL has accepted the Customer’s order, the Property or Vessel is altered in such a manner as to affect the provision of the Goods or Services by SSL or to make any information supplied by the Customer to SSL inaccurate in a material respect, the Customer shall immediately notify SSL in writing and reimburse SSL for any costs or expenses incurred.

13 Planning Permission and Building Regulations Consent

13.1 The Customer shall be responsible for obtaining any planning permission or building regulations consent which may be required for the purposes of the Contract prior to the time at which, according to the Contract, SSL is to perform its Services. If, for the purpose of obtaining any permission or consent, it is necessary to modify the Goods or any aspect of their installation, then the Customer shall notify SSL in writing and shall reimburse SSL the costs and expenses incurred by SSL in making the modification.

14 Guarantee and Limitation of Liability

14.1 If Goods are manufactured according to designs, drawings, specifications, measurements, materials or other data supplied by the Customer, SSL shall not be liable to the Customer for any loss or damage the Customer may suffer because the Goods subsequently prove to be unsuitable for the purpose or purposes for which the Customer required them, or prove not to be of merchantable quality within the meaning of the Sale of Goods Act 1979.

14.2 Subject to the provisions of paragraph 14.1 of this Condition and of Condition 8 if the Customer establishes to the reasonable satisfaction of SSL that:

(a) there is a defect in the materials supplied by SSL or workmanship of the Goods or Services;

(b) there is a failure on the part of SSL to manufacture the Goods according to the designs, drawings, specifications or other data supplied by the Customer;

(c) there is some other failure on the part of SSL which results in the Goods not being manufactured or the Services not being performed in compliance with the Contract then SSL shall at its option;

(i) replace the Goods with Goods which meet the terms of the Contract, and if the defective Goods have been installed re-install the replacement Goods; or

(ii) repair or make good any defects or failure of the Goods or Services without charge (including transportation costs of the Goods to and from the parties for that purpose) to the Customer.

14.3 Paragraph 14.2 of this Condition shall not apply:

(a) unless the Customer notifies SSL in writing of the alleged defect or failure immediately on first becoming aware of it and in any event within 12 months of the date upon which the risk in the Goods passed to the Customer under the provisions of Condition 5;

(b) unless the Customer, as soon as is reasonably practicable, after first becoming aware of the alleged defect or failure, permits SSL to have access to the Goods at the Customer’s premises or the Property for the purpose of inspection, examination and testing;

(c) unless the Goods have been correctly operated and adequately maintained by the Customer and the Goods and their installation has not been altered in any way by the Customer;

(d) unless neither the Customer nor any third party has attempted to repair the Goods;

(e) to bought in Goods or bought in Components.

14.4 The liability of SSL under sub-clause 14.2 of this Condition shall be accepted by the Customer in substitution for any other legal remedy of the Customer in respect of the alleged defect or failure, and the liability of SSL shall in all such cases and for such purposes be limited to the obligations imposed by the provisions of Condition 14. Any other condition, warranty, representation or undertaking on the part of SSL as to the quality of the Goods or Services, and in the case of Goods, their fitness or suitability for any purpose however expressed, or which may be implied by statute, custom of the trade or otherwise is hereby excluded. The provisions of Sections 13 to 15 inclusive of the Sale of Goods Act 1979 and Sections 3, 4 and 13 of the Supply of Goods & Services Act 1982 shall not apply to the Contract except where the Customer is a Consumer within Section 12 of the Unfair Contract Terms Act 1977. Except as and to the extent provided by this Condition 14 SSL shall not be liable to the Customer in contract, tort or for breach of statutory duty for any loss or damage direct, indirect or consequential (including economic loss of any kind) which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in performing the Contract by SSL, its employees, agents or distributors.

14.5 In the case of defects in ‘bought in’ Goods or ‘bought in’ Components, SSL shall aim to give the Customer the benefit of any claim that SSL may be able to make against the manufacturer or supplier under any guarantee or other terms of the contract between the manufacturer or supplier and SSL, or that SSL may be able to make against any third party in tort or for breach of statutory duty in relation to defects.

14.6 If SSL’s representative is required to attend the Property to carry out remedial work according to Conditions 13 and 14, and it is found that the fault does not lie with the Goods or Services provided by SSL according to the Contract, then SSL reserves the right to charge the Customer for the costs and expenses of attending the Property.

14.7 Nothing in these Conditions shall:

(a) limit or exclude the liability of SSL in respect of death or personal injury resulting from the negligence of SSL, its employees, agents or distributors;

(b) exclude the conditions and warranties implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods & Services Act 1982.

(c) impose on SSL any liability in respect of any representation made by SSL, its employees, agents or distributors in the course of any negotiations leading to the making of the Contract unless SSL has expressly agreed in writing that such representation shall be a term of the Contract.

14.8 If, at the request of the Customer, a Certificate of Conformity is provided by SSL, it shall not be used to allow the Customer any rights or remedies against SSL which the Customer would not have had in the absence of a Certificate.

15 Wording and Design

15.1 The Customer shall provide SSL with detailed and accurate instructions in writing regarding any wording, logo or information the Customer requires on the Goods, packing boxes or paperwork.

16 Customers Property

16.1 All property supplied to SSL by, or on behalf of the Customer, which is held by SSL for the purposes of the Contract or in transit to or from the Customer, from or to SSL, shall be at the Customer’s risk and SSL shall not be liable for any loss of or damage to such property whilst in the possession of SSL or in transit, unless such loss or damage is due to the negligence of SSL, its employees, agents or distributors. In such cases the liability of SSL shall be limited to the repair of the damage or the replacement of the property if the loss or damage is beyond economic repair.

17 Lien

17.1 Without prejudice to any other rights and remedies which SSL may have under the Contract, SSL shall in respect of any debts owed by the Customer to SSL, have a general lien on any property belonging to the Customer in SSL’s possession (whether worked on or not) and SSL shall be entitled, on the expiry of 14 days’ notice to the Customer, to dispose of any goods or property as it thinks fit, and to apply any proceeds of sale towards the payments of the debt.

18 Insolvency and Breach of Contract

18.1 If one or more of the following events occur, are threatened, or in the opinion of SSL, are reasonably likely to occur:

(a) the Customer commits a breach of Contract (other than a breach falling within paragraph (b) below) and fails to remedy the breach (if capable of remedy) within a period of 30 days from receipt of notice in writing from SSL requesting that it remedy the breach;

(b) any sum due under the Contract or any other Contract between SSL and the Customer is not paid within 10 days of its due date;

(c) the Customer (or where the Customer is a partnership any partner thereof) offers to make any arrangements with or for the benefit of its or his creditors or a petition is presented or an order is made for the Customer to become bankrupt;

(d) the Customer (being a limited company) has an administrative receiver or a receiver and manager appointed for the whole or any part of its undertaking property or assets or a petition is presented or an order is made or a resolution is passed for the winding up of the Customer or for the appointment of an administrator;

SSL shall thereupon be entitled, without prejudice to its other rights, to suspend the Contract and any other Contract between SSL and the Customer until the default has been made good, or to terminate the Contract or any other contract between SSL and the Customer or any unfulfilled part of it. Irrespective of any termination the Customer shall pay SSL for all work done and materials used in the manufacture of the Goods (and for the Goods if they have been manufactured or purchased by SSL) up to and including the date of termination and shall in addition indemnify SSL against any loss, damage or expense incurred by SSL as a result of terminating the Contract including the cost of materials, equipment and tools used or intended to be used, the cost of labour, other overheads and a reasonable sum for profit.

19 Licences

19.1 SSL shall use reasonable efforts to obtain (at the expense of the Customer) any licences necessary to export the Goods from the U.K. but shall not be liable to the Customer for any failure on its part to do so.

20 Set-off and Counterclaim

20.1 The Customer may not withhold payment of any invoice or other amount due to SSL by reason of any right of set-off or counterclaim which the Customer may have for any reason whatsoever.

21 Law

21.1 These Conditions and the Contract shall be governed by and construed according to the laws of England and Wales. SSL and the Customer irrevocably submit themselves to the exclusive jurisdiction of the courts of England and Wales.

22 Force Majeure

22.1 In the event that SSL shall be delayed in or prevented from carrying out any of its obligations under a Contract as a result of any cause beyond its control including (but not by way of limitation) war, invasion, hostilities, any act of God, governmental and civil war, strife or commotion, strikes, lock-outs, break down of plant, failure of third party to deliver goods or materials, storm, flood, fire or any other cause SSL shall be at liberty (at its election) to suspend the Contract. In which case it shall be relieved of all its obligations and liabilities incurred under such Contract in so far as and for so long as the fulfilment of such obligations and liabilities is thereby prevented, frustrated or impeded or to cancel the Contract without incurring any further liability whatsoever.

23 Notices

23.1 Any notices provided for under the terms of this Contract shall be in writing and may be served upon the parties by sending first class registered post, first class recorded delivery, airmail letter post, email or facsimile addressed to the other party at, in the case of a notice to SSL, its registered office, and in the case of the Customer, the address of the Customer last known to SSL, or at such other address as that party shall from time to time by notice in writing give to the other party for the purpose of service of notices. All notices shall be deemed to have been served if served by first class registered post, first class recorded delivery or airmail letter post 48 hours after despatch, or if sent by email or facsimile at 10 a.m. on the next working business day of the recipient after sending the email or facsimile. In proving such service it shall be sufficient to show, in the case of a letter, that it was posted in the manner mentioned in a correctly addressed and adequately stamped envelope. In the case of a facsimile that it was sent to the correct telephone number, and in the case of an email that a ‘reader receipt’ was requested. Saturdays, Sundays, Bank and statutory holidays shall not be treated as a day on which service is effected, and service shall be deemed to take place at 10 a.m. local time on the next working business day.

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