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Terms and Conditions



Please read the following important terms and conditions (Terms) before you agree on our website to buy anything from us and check that they contain everything you want and are willing to agree to.

These Terms set out:

  • Your legal rights and responsibilities;
  • our legal rights and responsibilities; and
  • certain key information required by law.
  1. About us
  1. Company details.
  1. Name & jurisdiction: Eclipse Automotive Technology Limited (company number 05124413) (we, us or our) is a company registered in England and Wales.
  2. Registered office: Eclipse House, Robian Way, Swadlincote, Derbyshire, DE11 9DH
  3. Main trading address: Eclipse House, Robian Way, Swadlincote, Derbyshire, DE11 9DH
  4. VAT number: 850 6407 35
  5. Website: we operate the website www.eclipse-tech.co.uk 
  1. Contacting us. To contact us telephone our customer service team at +44 1283 249810 or email [email protected]. How to give us formal notice of any matter under the Contract is set out in condition 19.
  2. Customer. The customer is the person, firm or company who purchases the Equipment from us from the Website (you or your).

  1. Our contract with you
  1. Our contract.
  1. These Terms apply to the order by you and supply of Equipment by us to you (Contract).
  2. No other terms are implied by trade, custom, practice or course of dealing concerning such supply of Equipment.
  3. Our terms at www.eclipse-tech.co.uk apply to your access, browsing and other use of our website (which you are deemed to accept each time you do any such access, browse, or use the website).
  1. Entire agreement.
  1. The Contract is the entire agreement between us in relation to its subject matter.
  2. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
  1. Language. These Terms and the Contract are made only in the English language. If they are translated into any other language the English language version shall prevail and apply.
  2. Your copy. You should print a copy of these Terms or save them to your computer for future reference.
  1. Placing an order and its acceptance
  1. Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the Equipment specified in the order (Equipment). Each such order is subject to these Terms.
  2. Software. For the avoidance of doubt, the Equipment purchased under these Terms does not come inclusive of any Jaltest® software and operating system installed on the Equipment and should you require this software please contact us separately as this software is not sold through our website.
  3. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete, accurate, up to date not misleading and commercially required.
  4. Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in condition 3.5.
  5. Accepting your order. Our provisional acceptance of your order takes place when one of our authorised sales representatives or our automated system sends the email to you to accept it, at which point the Contract between you and us will come into existence. However, our acceptance of your order (and obligation to fulfil it) becomes final and binding when one of our authorised sales representatives or our automated system confirms our acceptance to you by sending you an email or despatch notification that confirms that the Equipment have been dispatched (Dispatch Confirmation).
  6. If we cannot accept your order. If we are unable to supply you with the Equipment for any reason (for example where the Equipment you have ordered is not in stock), we will inform you of this by email and we will not process your order. If you have already paid for the Equipment, we will refund you the full amount received from you including any delivery costs charged as soon as possible.
  7. Refunds & Returns: Unless you and we expressly agree otherwise in writing:
  1. subject to condition 3.6 (unable to supply scenario), condition 17.2.3 (force majeure scenario), condition 6 (pricing error scenario) and condition 12.2.5 (warranty claim scenario):
  1. you may not cancel the Contract and/or receive any credit, rebate or refund for any Equipment for any reason after we send you a Dispatch Confirmation for that Equipment; and
  2. no credit, rebate or refund shall be provided for any reason concerning any Equipment that is made, manufactured or supplied to your bespoke specifications; and
  1. our Returns and Refunds Policy https://www.eclipse-tech.co.uk/returns-policy/ applies.
  1. Orders subject to availability: All orders for Equipment are subject to availability. In the event that the Equipment is not available at the time of order, the estimated delivery date will be extended in our sole discretion. We will make all reasonable efforts to keep you informed of any delays and provide you with an updated estimated delivery date as soon as possible. However, we shall not be liable for any loss or damage resulting from any delay in delivery caused by unavailability of Equipment.
  1. Your status

You confirm and represent that any order for Equipment that you place with us for the purposes of your business, trade, or profession and that you are not a consumer under English law.

  1. Quantity and description of the Equipment
  1. The quantity and description of the Equipment shall be as set out in our acknowledgement of order.
  2. Published Content means any content of any kind:
  1. on our website (including, but not limited to, written content, images, drawings, or audio/visual material);
  2. in any of our brochures, designs or other documents published by us or otherwise provided by us to you);
  3. broadcast or published on our behalf by a third party; or
  4. any combination of any of the above.
  1. We shall make efforts to ensure that quantities, sizes, measurements, dimensions, capacities, scales, or weights indicated on our Published Content are within a 10% tolerance.
  2. The packaging of your Equipment may vary from that shown in our Published Content.
  3. Shapes, images, or drawings of any kind for any object or Equipment shown in our Published Content may not be to an exact size, measurement, dimension, capacity, scale, or weight. They should only be considered as being for general guidance or information which are not to be relied upon as the actual size, measurement, dimension, capacity, scale, weight or other manufacturing properties of the object or Equipment in question.
  4. Actual colours may vary. Although we try to make sure that all colours shown in our Published Content are accurate, we cannot warrant, represent, guarantee or otherwise assure you that the Published Content that you see accurately portrays the true shade or texture of any colour of the Equipment ordered or delivered. Published Content may not be accurate due to a number of factors (for example, but not limited to, how a Published Colour appears to you may be affected by natural product variations, lighting, ink used in printing, materials on which the printing is done, and the type, condition or settings of equipment used to view digital content online. You therefore agree to treat all Published Content as being general guidance and information only and not to be relied upon to be the same as the shading or texture of the colour of actual ordered Equipment delivered to you.
  5. We reserve the right (but do not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to your specification, which do not materially affect their quality or performance. Our employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Equipment.
  1. Price for the Equipment
  1. The prices of the Equipment will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure that the prices of Equipment are correct at the time when the relevant information was entered onto the system. However, please see condition 6.3 for what happens if we discover an error in the price of Equipment you ordered.
  2. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and any other applicable charges and duties.
  3. We sell a large amount of Equipment through our website. It is always possible that, despite our reasonable efforts, some of the Equipment on our website may be incorrectly priced. If we discover an error in the price of the Equipment you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Equipment at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Equipment and refund you any sums you have paid.
  1. Payment of the price(s) for the Equipment
  1. Card or Platform Payments on the Website.
  1. You may pay for Equipment and all applicable delivery charges using a debit card or credit card through the website. We accept the following cards: Mastercard, Maestro, Visa, Visa Debit.
  2. You may pay by using Opayo / Elavon (and payment through that platform or application is subject to the terms and conditions of the platform/application provider set out at https://www.elavon.co.uk/legal.html and the privacy policy set out at https://www.elavon.co.uk/privacy-policy.html).
  1. Where you pay the Equipment and all applicable delivery charges using a debit card or credit card, or using the above-stated platform or application, full payment shall be in advance of dispatch of Equipment.
  2. Payment on Invoice
  1. As an alternative to the card or platform payments under condition 7.1, you may pay for the Equipment by selecting our invoicing option at the checkout.
  2. Where you select the option under condition 7.2.1, we will raise an invoice for the Equipment and all applicable delivery shall be payable by you in full and cleared funds to our nominated bank account within 30 days of receipt (with you remaining responsible for paying all currency conversation and bank transfer costs in full).

  1. Dispatch Control

Irrespective of the method of payment, without prejudice to our other rights or remedies, we reserve the right not to dispatch the Equipment until we receive full payment for them.

  1. Delivery of Equipment
  1. We will contact you with an estimated delivery date, which will be within 1 working day after the date of the Dispatch Confirmation. We shall use our reasonable endeavours to deliver the Equipment on the date or dates specified in our acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and we are not in any circumstances liable for any delay in delivery, however caused. Delays in delivery of the Equipment shall not entitle you to: (i) refuse delivery, (ii) claim damages, or (iii) terminate the Contract.
  2. The Equipment may be delivered by us in advance of the estimated quoted delivery date on giving reasonable notice to you.
  3. Delivery shall be made during normal business hours (excluding bank or public holidays). We may levy additional charges for any deliveries made outside such hours at your request.
  4. You shall be responsible (at your cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If we are prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, we may levy additional charges to recover our losses arising from this event.
  5. We shall be responsible for any damage, shortage, or loss in transit, provided that you notify it to us (or our carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with our stipulations. Any remedy under this condition 8.5 shall be limited, at our option, to the replacement or repair of any Equipment which is proven to our satisfaction to have been lost or damaged in transit.
  6. If you fail to take delivery within 5 working days after the expected delivery date, we may resell part of, or all the Equipment and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Equipment or charge you for any shortfall below the price of the Equipment.
  1. Risk and property in the Equipment
  1. Delivery is complete once the Equipment has been unloaded at the address for delivery as set out in your order. The Equipment shall be at our risk until delivery to you at the place of delivery specified in our acknowledgement of the order. We shall off-load the Equipment at your risk.
  2. Ownership of the Equipment shall pass to you on the later of completion of delivery (including without limitation off-loading), or when we have received in full in cleared funds all sums due to it in respect of:
  1. the Equipment; and
  2. all other sums which are, or which become due to us from you on any account (including but not limited to delivery charges).
  1. Until ownership of the Equipment has passed to you under condition 9.2, you shall:
  1. hold the Equipment on a fiduciary basis as our bailee;
  2. store the Equipment (at no cost to us) in satisfactory conditions and separately from all your other equipment or that of a third party, so that it remains readily identifiable as our property;
  3. not destroy, deface, or obscure any identifying mark or packaging on or relating to the Equipment; and
  4. keep the Equipment insured on our behalf for its full price against all risks with a reputable insurer to our reasonable satisfaction, ensure that our interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
  1. Your right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 16 arise or if you encumbers or in any way charges the Equipment, or if you fails to make any payment to us on the due date.
  2. Until ownership of the Equipment is transferred to you in accordance with condition 9.2, you grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where your right to possession has terminated, to remove it. All costs incurred by us in repossessing the Equipment shall be borne by you.
  3. On termination of the Contract for any reason, our (but not your) rights in this condition 9 shall remain in effect.
  4. We may appropriate payments by you to such Equipment as we think fit, notwithstanding any purported appropriation by you to the contrary, and may make such appropriation at any time.
  1. Inspection and testing of Equipment
  1. Whilst we shall aim to test and inspect the Equipment before delivery to ensure that it complies with the requirements of the Contract, please note your inspection and testing requirements under clause 12 below.
  1. International Delivery
  1. Unfortunately, we do not deliver to addresses outside the UK. You may place an order for Equipment from outside the UK, but this order must be for delivery to an address in the UK.
  1. Equipment warranty
  1. Manufacturer
  1. Some of the Equipment we sell to you may come with a manufacturer’s guarantee/warranty from a third party (it being accepted that we are not the manufacturer for any of the Equipment ordered by you).
  2. Please refer to the terms and conditions of the manufacturer’s guarantee provided with the Equipment.
  3. If Equipment supplied to you are non-compliant with any such manufacturer’s guarantee/warranty we shall take commercially reasonable steps to co-operate with you for you to have the benefit of making a claim under that guarantee/warranty against the third party manufacturer (any such co-operation and claim being at your cost). However, we are not responsible for ensuring that the third-party manufacturer complies with the terms of its guarantee/warranty.
  1. Supplier
  1. Subject to conditions 13.3, 4, 12.1, 12.2.2 and 12.3 below (in that order), we warrant to you that on delivery (and for a period of 12 months from delivery (“Warranty Period”) the Equipment shall in all material respects:
  1. conform with their description in the applicable order for the Equipment;
  2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979; and
  3. be fit for any purpose held out by us in all material respects.
  1. We will not be liable for any defect or fault in or concerning the Equipment, condition of the Equipment or damage to the Equipment or non-compliance with the warranty under condition 12.2.1 if:
  1. you do not give notice to us in accordance with condition 12.2.3 (it being agreed that you will be deemed to have accepted the Equipment if no such notice is given in respect of such Equipment in accordance with condition 12.2.3(a);
  2. you make any further use of the Equipment after giving notice to us in accordance with condition 12.2.3;
  3. the defect, fault, condition, damage or non-compliance  arises as a result of by you;
  4. you alter or repair the Equipment without our written consent;
  5. the defect, fault, condition, damage or non-compliance  arises when the Equipment is at your risk (for example, without limitation, when the Equipment is being stored under condition 9.3);
  6. the defect, fault, condition, damage or non-compliance  arises as a result of:
  1. fair wear and tear;
  2. wilful damage;
  3. negligence (or failure to take all reasonable care);
  4. abnormal storage or working conditions;
  5. any act or omission of yours (to include, but not limited to, you or anyone acting for or with you in any capacity or role failing to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment and/or accepted trade practices concerning the same);
  6. us following any drawing, design or specification supplied to us by you or anyone acting with or for you in any capacity or role;
  7. any Force Majeure Event;
  8. any combination of any of the above.
  1. the Equipment differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
  2. the Equipment is transported outside of the UK and/or used outside of the UK; or
  3. any combination of any of the above applies.
  1. You shall inspect (and, if possible, test) the Equipment promptly on them being delivered to you. The following applies in respect of any defect or fault in or concerning the Equipment, condition of the Equipment or damage to the Equipment or non-compliance with the warranty under condition 12.2.1 being discovered by you within the Warranty Period:
  1. You have 48 hours from delivery of the Equipment to notify us in writing of any defect or fault in or concerning the Equipment, condition of the Equipment or damage to the Equipment or non-compliance with the warranty under condition 12.2.1:
  1. actually discovered by or for you within the said 48 hours; or
  2. that could reasonably have been discovered by a visual inspection of the Equipment with all due diligence, skill and care.
  1. You have 48 hours from discovery within the Warranty Period of any defect or fault in or concerning the Equipment, condition of the Equipment or damage to the Equipment or non-compliance with the warranty under condition 12.2.1 in the Equipment that was present in the Equipment at the time of delivery but manifests itself after delivery (a Latent Defect) to notify us in writing of any such Latent Defect.
  1. If any notice is given to us under condition 12.2.3 you will ensure that:
  1. we are given a reasonable opportunity of examining or testing the Equipment; and
  2. you return the Equipment to us promptly on our request for the purposes of condition 12.2.4(a), in accordance with our Returns and Refunds Policy at https://www.eclipse-tech.co.uk/returns-policy/.
  1. Where we conclude that you are entitled to claim under condition 12.2.1 in respect of the Equipment we will, at our option:
  1. repair or replace the applicable Equipment (or components/parts within the Equipment); or
  2. refund the price of the applicable Equipment (or components/parts within the Equipment).
  1. Other Warranty Points
  1. We will only be liable to you for the Equipment’s failure to comply with the warranty set out in condition 12.2.1 to the extent set out in this condition 12.
  2. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  3. These Terms also apply to any repaired or replacement Equipment supplied by us to you (however, such repaired or replacement Equipment shall only benefit from the outstanding period of the Warranty Period for the original Equipment supplied).
  1. The following provisions set out our entire financial liability (including without limitation any liability for the acts or omissions of our employees, agents, and sub-contractors) to you in respect of:
  1. any breach of the Contract howsoever arising; and
  2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising out of or in connection with the Contract.
  1. Except as expressly stated in these conditions, all warranties, conditions, and terms, whether express or implied by statute, common law or otherwise (including satisfactory quality, fitness for purpose and suitability) are hereby excluded to the fullest extent permitted by law.
  2. Nothing in these conditions excludes or limits our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that it is unlawful to exclude or limit.
  1. Subject to condition 13.2 and condition 13.3:
  1. we shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
  1. loss of profits;
  2. loss of business;
  3. depletion of goodwill or similar losses;
  4. loss of anticipated savings;
  5. loss of Equipment (on return);
  6. loss of contract;
  7. loss of use;
  8. loss or corruption of data or information;
  9. wasted expenditure;
  10. any special, indirect, consequential, or pure economic or commercial loss, costs, damages, charges, or expenses;
  11. punitive damages; or
  12. any combination of the above; and
  1. our total liability in contract, tort (including without limitation negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under your order as described under condition 6.
  1. Intellectual Property Rights
  1. As between you and us, all patents, trademarks, trade secrets, know-how copyright and all other intellectual property rights of any kind whatsoever in or concerning the following in respect of the territory of England and Wales (Relevant IPR):
  1. Equipment;
  2. documents relating to the Equipment; and
  3. Published Content.
  1. We retain all Relevant IPR.
  2. You shall not reverse engineer, copy, duplicate, distribute, reproduce, or create derivative works based on the Equipment documents relating to the Equipment or Published Content – in each case without our express prior written consent.
  3. You shall take all necessary measures to prevent any unauthorised use, disclosure, or copying of the Equipment and/or documents relating to the Equipment and/or Published Content.
  4. Without prejudice to other rights and remedies, any breach of this condition 14 shall entitle us to seek legal remedies, including injunctive relief and damages.

  1. Confidentiality and Supplier’s property
  1. You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to you by us or our agents, and any other confidential information concerning our business or our products which you may obtain. You shall restrict disclosure of such confidential material to such of your employees, agents or sub-contractors as need to know the same for the purpose of discharging your obligations to us, and you shall ensure that such employees, agents, or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you. This condition 15.1 shall survive termination of the Contract however arising. for a duration of 60 months plus for as long as the law permits thereafter.
  2. All materials, equipment and tools, drawings, specifications, and data supplied by us to you shall at all times be and remain our exclusive property but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned us and shall not be disposed of or used other than in accordance with our written instructions or authorisation.
  1. Termination
  1. Without prejudice to any other right or remedy available to us, we may terminate the Contract or suspend any further deliveries under the Contract without liability to you and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous Contract or arrangement to the contrary if:
  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract on the due date for payment;
  3. you suspend, threaten to suspend, cease, or threaten to cease to carry on all or a substantial part of your business; or
  4. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
  1. 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.
  2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
  1. Force majeure
  1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any Force Majeure Event: that is, any act or event beyond our (or our applicable subcontractors’ or suppliers’) reasonable control, whether or not known or anticipated before finally accepting an order or  entering into a Contract – including, but not limited to, any:
  1. act of God, natural disaster, or severe adverse weather conditions (to include, but not limited to, fires, floods, and storms);
  2. riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism;
  3. outbreak, continuance, or development of any epidemic or pandemic in its original or mutated/varied form;
  4. introduction of or change in any law or government sanction, prohibition, restriction, or binding guidance or requirement;
  5. shortage or unavailability of fuel or raw materials;
  6. statement, act, or omission of any person other than us, a member of the same corporate group as us, or their respective sub-contractors, employees, or agents; or
  7. any combination of the above.
  1. If an Force Majeure Event takes place that affects the performance of our obligations under the Contract:
  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Equipment to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
  3. You or we may terminate the Contract affected by an Force Majeure Event which has continued for more than 60 days. To terminate please contact us. If you opt to terminate, you will return (at our cost) any relevant Equipment you have already received and we will refund the price you have paid, including any delivery charges.
  1. Dispute Resolution
  1. Concern means any grievance, complaint, concern, or dispute whatsoever concerning or arising from the Contract (to include, but not limited, concerning, or arising from the conduct or performance of any party to the Contract).
  2. Expert Nominating Body means any of the following in priority order (or any successor body from time to time in each case):
  1. The Academy of Experts;
  2. The Law Society of England and Wales;
  3. The Institute of Chartered Accountants of England and Wales;
  4. The International Chamber of Commerce (ICC) International Centre for Expertise; and
  5. The courts of England and Wales;

IT BEING ACCEPTED that a nominating body in the above list can only be used if the nominating bodies higher up the list cannot or will not act as a nominating body for any reason.

  1. Subject to condition 18.2.3 and condition 18.2.4:
  1. You will notify us of any Concern as soon as reasonably practicable (and, in any event, within thirty (30) days after you become aware (or should reasonably have been aware) of the same). If a Concern is not so notified it will be deemed fully and finally settled.
  2. You and we will fully co-operate with each other (and act in good faith) in respect of each Concern, to reach a reasonable solution in a time and cost-efficient manner, considering the terms of the Contract. This includes, without limitation, the parties co-operating on a reasonable level of investigation and information sharing.
  3. If a Concern remains unresolved for at least 30 (thirty) days, any party may apply to the Expert Nominating Body, to nominate and/or appoint a person to act as an expert concerning the Concern in accordance with the Contract (the “Expert”).
  4. The cost for the application under condition 18.3 and the costs of the Expert will be paid by the party making the application (and if the other party (the “Overpayer”) pays such costs, the amount paid will be treated as an undisputed debt owed by the other party to the Overpayer to be paid within 5 (five) days of first written request).
  5. The order of priority for the Expert in considering the Concern is: (1) mandatory requirements of the law, (2) anything confirmed or approved to the Expert by both parties expressly in writing; (3) the express written terms of the Agreement; and (4) other considerations.
  6. The Expert may put in place and follow such policies, procedures, and processes for considering, dealing with, or reporting on the Concern as the Expert deems appropriate – in each case subject to this condition 18.
  7. The Expert may request any information and/or documentation that the Expert deems appropriate for the resolution of the Concern, but only if the Expert is bound under the law or through contractual means to the parties to keep the information and/or documentation acquired by the Expert confidential on terms at least as onerous as the confidentiality obligations under the Contract that apply to the parties themselves.
  8. Each party will in good faith co-operate with the Expert (and each other) for the Expert to fulfil their role in accordance with this condition 18.
  9. The Expert’s findings and determinations once engaged will be binding to the extent approved in writing by you and us.
  10. You or we may refer to an Expert’s finding and determinations in court for any litigation. If the Concerns becomes part of any litigation before the court and the court eventually makes a finding or determination that is substantially the same as the Expert, then the party bringing the action to the court will pay 80% of the total legal costs of both parties concerning the litigation with the remaining 20% of such total legal costs shall be paid by the other party.
  1. The above terms of this condition 18 apply without prejudice to a party’s right to commence legal proceedings to recover invoiced amounts due and payable to that party.
  1. Notices
  1. Any notice or other formal communication given to a party under or in connection with this contract shall be in writing and shall be:
  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
  2. sent by email to its main email address.
  1. Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
  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 at the time recorded by the delivery service.
  3. if sent by email, at 9.00 am on the next Business Day after transmission.
  1. This condition 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.
  1. General
  1. Governing law & Jurisdiction: The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation disputes or claims) are governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
  2. Third party rights: No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
  3. Waivers: No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  4. Rights and remedies: The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
  5. Severance: 
  1. If any provision or part-provision of this 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 condition shall not affect the validity and enforceability of the rest of this Contract.
  2. If any provision or part-provision of this Contract is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  1. Assignment:
  1. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the contract.
  1. Interpretation Rules:
  1. Condition, Schedule, and paragraph headings shall not affect the interpretation of this Contract.
  2. A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).
  3. A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
  4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.
  5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
  6. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
  7. A reference to writing or written includes faxes and email.

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