Terms and conditions

1. DEFINITIONS

1.1 “The Company” means Polar Systems Ltd.
1.2 “The Customer” means the person, firm or Company that contracts with the Company for the purchase of Goods or Services.
1.3 “The Goods” means the products of any kind manufactured or sold by the Company.
1.4 “The Services” means work of any kind carried out by the Company.
1.5 “The materials’” means Orders for which the Customer supplies the Company with their own blanks, patterns or other materials
1.6 “The Design” means any drawing, sketch, specification or any other intellectual material produced by the Company,
1.7 “Order” means the Customer's Order for the Goods, as set out in the Customer's purchase Order form or the Customer's written acceptance of the Company's quotation as the case may be.
1.8 “Specification” means any specification for the Goods, including any related plans and drawings that is agreed by the Customer and the Company.
1.9 “Dispatch” means the date the Goods are scheduled to or do actually leave the premises of the Company to facilitate delivery to the delivery location.
1.10 “Delivery” means the date the Goods actually arrive at the delivery Location.
1.11 “Site” any place of work excluding premises of the Company.

2. CONDITIONS APPLICABLE

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 trade, custom, practice or course of dealing, (including any special terms or conditions agreed between the parties) unless either agreed to in writing and signed by a director of the Company on behalf of the Company or where exclusion of liability is rendered impossible by virtue of the Unfair Contract Terms Act 1977. In particular, no term or condition purport to apply under any purchase Order given by the Customer, confirmation of Order or similar documents, which are inconsistent with these Conditions will apply.
2.2 An Order constitutes an offer by the Customer to purchase the Goods or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 Acceptance of delivery of the Goods or Service shall be deemed conclusive evidence of the Customer's acceptance to these conditions.
2.4 In the event that information given by the Customer to the Company differs from that on which the quotation was based and involves the alteration of the quotation, the Company may increase or lower the price quoted therein to cover any increase in cost that the alteration may incur and amend the delivery date.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures, manuals and other like material are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. Nothing contained therein nor any representation of whatever kind shall be binding upon the Company unless expressly incorporated in the Contract, and they shall not form part of the Contract nor have any contractual force. Specifications of weight and dimensions in such materials are approximate only, unless expressed to be an essential term of the Contract.

3.DESIGN

3.1 Where a special purpose drawing is made the Customer will in writing agree the Design which binds him to accepting same.
3.2 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4.ORDERS, PRICE, PAYMENT AND CANCELATION

4.1 Orders where the Company has given a written quotation, are on the basis of such quotation.
4.2 All prices and quotations are subject to withdrawal or variation at any time prior to an Order being accepted by the Company.
4.3 All quotations are made on the understanding that the whole of the quantity quoted will be Ordered; otherwise, the Company reserves the right to revise the quotation.
4.4 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company which shall be due at prevailing rate on the date of the Company’s invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which if not specifically included shall be invoiced to the Customer.
4.5 In the event that Goods are Ordered which have been produced according to a Customer specification, the Company shall not accept any cancellation and/or return of such Goods by the Customer.
4.6 The Company may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods Ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
4.7 The Customer agrees to pay for any loss or extra cost incurred by the Seller through the Customer’s Instruction or lack of instructions or their failure or delay in taking delivery or through any request, act or default on the part of the Customer, their employees or contractors.
4.8 In the event that Goods are Ordered on terms that they shall be called-off and delivered to the Customer at a future date or dates then all such Goods which shall not have been called-off by the Customer shall be despatched to the Customer on the final date for delivery stated in the Order or (in the absence of such final date for delivery) the expiry of six months following the date of the Order. If the Customer shall wish to cancel the Order in whole or in part before the said date of final delivery, the Company will assess whether the remaining Goods set aside to meet the Order can be accepted into the Company’s main stock: if so, the Company will issue to the Customer a handling charge of 25% of the total agreed price; if not, the Company will deliver the Goods in accordance with this clause and the Customer will make payment in full.
4.9 Time for payment shall be the essence of the contract. The Customer shall pay the invoice in full and in cleared funds within 30 calendar days of the end of month in which the invoice is dated.
4.10 If the Customer does not pay the whole of the price and in cleared funds within 30 calendar days of the end of month in which the invoice is dated interest shall be payable on the amount outstanding for the period beginning with the expiry of the 30 days and ending with the date of payment at the rate of 5% per month over the Bank Of England Base Rate. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.11 Payment shall be made to the bank account nominated in writing by the Company. Time for payment is of the essence.
4.12 Cancellation of an Order in whole or in part may only be made with the Company’s agreement and on terms which will indemnify the Company against all charges incurred by the Company in this contract.

5. SET OFF AND COUNTERCLAIM

5.1 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

6. DISPATCH AND DELIVERY OF THE GOODS

6.1 The Company does not give any warranty as to the date or time of Dispatch or Delivery and no mention of a date or time of Dispatch or Delivery in any Order, quotation or acceptance is binding on the Company. Any dates quoted are approximate only, and the time of Dispatch or Delivery is not of the essence. The Company will make every endeavour to meet the Dispatch times for the provision of the Goods or Services that are specified in the quotation but no guarantee is given as to Dispatch or Delivery times which are forecasts only. Time shall not be of the essence of the contract save in the case of payment due to the Company.
6.2 The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.3 Dispatch times shall run from the date of receipt by the Company of the Customer's deposit payment and formal Order in writing or facsimile or email, whichever is later, at which point the Contract shall come into existence.
6.4 Delay in Dispatch or Delivery shall not give the Customer the right to cancel the Order.
6.5 The Company may Dispatch the Goods or Service by separate instalments in accordance with an agreed schedule. Each schedule shall be invoiced and paid in accordance with these terms and conditions.
6.6 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.7 The failure of the Customer to pay for any one or more of the said instalments on the due dates shall entitle the Company (at its sole option)
(a) without further notice to suspend further deliveries of the Goods or Service pending payment by the Customer and/or
(b) to treat the contract as repudiated by the Customer
6.8 The Customer shall promptly obtain all necessary import licenses, clearances, and other consents necessary for the purchase of Goods. The Company shall promptly upon request supply all documents reasonably required by the Customer for this purpose.
6.9 The Company shall not be liable for any loss or damage whatsoever due to failure by the Company to deliver the Goods or Service (or any of them or it) promptly or at all.
6.10 The Company may arrange for carriage of the Goods to the delivery address. The costs of carriage and any insurance that the Customer reasonably directs the Company to incur shall be reimbursed by the Customer without any set off or other withholding whatsoever and shall be due on the date of payment of the price.
6.11 If the Customer fails to accept delivery of the Goods within five Business Days of being notifying that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract, the Company reserves the right to rely on the following clauses:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Company notified the Customer that the Goods were ready; and
(b) The Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

6.12 If sixty Business Days after the day on which the Customer was notified that the Goods were ready for delivery the Customer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

6.13 Unless delivery in one consignment is specifically requested and recorded in the Contract, the Company may deliver the Goods by instalments as they become available, and each part delivery shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.14 The Company will not accept responsibility for loss from a package, damage, wrong delivery, discrepancies or short shipments unless a written complaint is made to the Company within five Business Days of delivery of the consignment and unless the Company is given an opportunity of inspection.

6.15 The Company will not accept responsibility for loss of a whole consignment or any separate package forming part of a consignment unless a complaint is made to the Company within 7 days after the date of the invoice relating to such consignment.

6.16 In the event that the Company delivers the Goods to the Customer, or uses a carrier to do so, the Customer must notify the Company within 7 days of delivery of any damage, shortage or loss. The Customer shall return the Goods to the Company carriage paid.

6.17 The Company shall not be liable for any loss or consequential loss arising from such damage or shortage.

7. DEFECTS

7.1 Where materials or workmanship are proved defective to the satisfaction of the Company and the Goods were manufactured by the Company, the Goods will be repaired or replaced free of charge provided that the Company shall have been notified in writing of the defects within the following time limits:
(a) where the Goods are used in single-shift operations, within twelve calendar months of the date of the delivery;
(b) where the Goods are used in multi-shift operations, within six calendar months of delivery, and in the event of any such repair or replacement being carried out, the said periods of guarantee shall not be extended beyond the guarantee period of the original equipment.

7.2 Any snagging or warranty works, including travel time, will be carried out during normal working hours (0700-1800 Mon-Fri). Any work outside of these hours will need to be covered in advance by a client order to the value of the difference between our standard weekly rates and that of the actual hours worked.

7.3 Minor commissioning issues will not be considered as a reason to withhold payment. If the equipment is in use for production it is deemed commissioned.

7.4 If the Company accepts the Customer’s claim, the Company shall have the choice of rectifying the defect.

7.5 The Company shall not be liable for defects when the Customer fails to provide the Company with sufficient time and the opportunity to carry out repairs and/or to deliver alternative Goods. In urgent or exceptional cases, the Company may authorise the Customer to repair the Goods himself or have them repaired by a third party and to claim reimbursement of the expenses involved therein. Such authorisation will only be effective if given in writing by a director of the Company.

7.6 Works carried out by the Customer without detailed and specific written authorisation from a director of the Company, on Goods received will void warranties and the Company will not be liable for any associated costs.

7.7 The Company shall assume no liability for losses or damages in any of the following events: (this list is not exhaustive).
(a) the Customer makes any further use of such Goods after receipt of replacements,
(b) the Customer fails to return defective parts to the Company carriage paid.
(c) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, assembly, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer;
(e) the defect arises as a result of any technical advice given by the Company other than in writing;
(f) the Customer alters, modifies or repairs such Goods without the prior written consent from a director of the Company;
(g) the defect arises because of work carried out by unqualified staff;
(h) the defect arises as a result of fair wear and tear, wilful damage, negligence, incorrect or careless treatment, unsuitable operation techniques or abnormal storage or working conditions;
(i) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
(j) the defect arises because of Goods or components which were not manufactured by the Company;
(k) the defect arises because of radio interference, or penetration of dust or moisture to the Goods; and
(l) the defect arises as a result of factors beyond the Company’s control.

7.6 The Company shall despatch any rectified Goods to the Customer carriage paid.

7.8 Any parts not of the Company’s own design incorporated in the Goods or merchanted by the Company are not guaranteed by the Company.

7.9 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.

7.6 The Company shall despatch any rectified Goods to the Customer carriage paid.

7.8 Any parts not of the Company’s own design incorporated in the Goods or merchanted by the Company are not guaranteed by the Company.

7.9 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.

8. ACCEPTANCE OF THE GOODS OR SERVICE

8.1 The Customer shall be deemed to have accepted the Goods or Service 30 days after delivery to the Customer.
8.2 After acceptance the Customer shall not be entitled to reject the Goods or Service that are not in accordance with the contract.

9. TITLE AND RISK

9.1 Title and risk shall pass as hereinafter provided.
9.2 The Goods shall be at the Customers risk on completion delivery or collection as the case may be.
9.3 In spite of delivery being made, property of the Goods shall not pass from the Company until;
(a) the Customer has paid the price plus VAT in full, and
(b) no other sums whatever shall be due from the Customer to the Company.

9.4 Until property in the Goods passes to the Customer in accordance with clause 11.3, the Customer shall;
(a) hold the Goods and each of them on a fiduciary basis as bailee for the Company.
(b) the Customer shall store the Goods (at no cost to the Company) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured and keep insured to the reasonable satisfaction of the Company, providing a copy of the policy of insurance upon request of the Company, against all risks for their full price from the date of delivery until the date that property in the Goods passes from the Company. Without prejudice to the other rights of the Company, if the Customer fails to do so, all sums whatsoever owing by the Customer to the Company shall forthwith become due and payable.
(e) give the Company such information relating to the Goods as the Company may require from time to time.

9.5 The Company shall be entitled to recover the price (plus VAT) notwithstanding that property of any of the Goods has not passed from the Company.

9.6 Until such time as title of the Goods passes from the Company, the Customer shall upon request deliver up Goods to the Company. If the Customer fails to do so, the Company may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods.

9.7 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so, all sums whatsoever owing to the Company shall become due and payable forthwith.

9.8 The Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatsoever owing by the Customer to the Company shall forthwith become due and payable.

9.9 The Company shall retain a lien on all the Goods of the Customer from time to time in the possession of the Customer whether pursuant to this contract of sale or otherwise for all amounts due to the Seller thereunder or otherwise. If the Purchaser does not discharge the lien within 28 days of it being imposed, by payment of all the amounts due, the Seller shall have the right to sell the Goods the subject of the lien and to deduct from the net proceeds of sale the amount due to the Seller.

10. WARRANTIES & LIABILITY

10.1 (repeated from 7.1) Where materials or workmanship are proved defective to the satisfaction of the Company and the Goods were manufactured by the Company, the Goods will be repaired or replaced free of charge provided that the Company shall have been notified in writing of the defects within the following time limits:
(a) where the Goods are used in single-shift operations, within twelve calendar months of the date of the delivery;
(b) where the Goods are used in multi-shift operations, within six calendar months of delivery, and in the event of any such repair or replacement being carried out, the said periods of guarantee shall not be extended beyond the guarantee period of the original equipment.

10.2 Replacement parts required during a warranty period, will first require a Order from The customer to The company for the correct total value of the required replacement parts and labour. The customer must ensure parts are safely held for collection or returned at The customers cost to The company for inspection to assess the cause of the failure before a credit for the relevant Order can be issued from The company to The customer.

10.3 All other terms conditions and warranties relating to fitness for purpose, merchantability or condition of the Goods or Service whether made expressly by the Company or its servants or agents or implied by statute at common law or otherwise are excluded.

10.4 No liability is accepted for any direct or indirect cost, damage or expense relating to property or injury or loss to any person firm or Company or for any loss of profits or production arising out of or occasioned by any defect in or failure of materials or for parts thereof supplied by the Company or other consequential loss howsoever arising (except to the extent that any such liability may be excluded by statute).

10.5 The Company’s liability whether in respect of one claim or an aggregate arising out of any contract shall not exceed the purchase price payable under the contract.

10.6 Where the Customer accepts or has been deemed to have accepted any Goods, then the Company shall have no liability whatever to the Customer in respect of those Goods.

11. INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS ETC.

11.1 The Company retains all copyrights, patents and the right of legal protection on registered designs in its drawing, diagrams, software, documents, pictures, models (including trial models) and equipment etc. When appended to quotations or forwarded to the Customer are for the Customer’s personal use only and are supplied on the express understanding that the Customer will not without written consent from the Company;
(a) give away, loan, exhibit or sell any such drawings or extracts thereof or copies thereof
(b) use them in any way except in connection with the components for which they are used.

11.2 The specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall be the property of the Company. Where any designs or specifications have been supplied by the Customer for the manufacture by or to the Order of the Company then, the Customer warrants that the use of those designs or specifications for the manufacturing process, assembly or supply of the Goods shall not infringe the rights of any third party.

11.3 The Customer shall indemnify the Company 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) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with The Company’s use of the any materials, designs, specifications or any other matter provided by or at the instruction of the Customer. This clause shall survive termination of the Contract.

11.4 The Customer shall not alter, deface, reproduce or use any of the Company’s trademarks.

11.5 In respect of any of the Company’s software and associated documentation, the Customer may purchase by separate agreement from the Company a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Customer’s lawful use of the software, for the purpose of receiving and using the software in its business. For the avoidance of doubt, the said licence shall not entitle the Customer to copy or modify the licenced software and associated documentation, save that the Customer shall be entitled to make copies for the purpose of data backup only. The Customer shall not sub-license, assign or otherwise transfer any rights granted to it in accordance with this clause.

12. CUSTOMER DRAWINGS

12.1 If the Customer provides the Company with data, drawings and the like, the Company may rely on their accuracy and completeness and will base its offer on the same.
12.2 The Company accepts no responsibility for the accuracy of information or drawings supplied by the Customer.
12.3 The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings that arise due to the manufacture of components according to the drawings, specifications or any other materials of the Customer, where such drawings, specifications and other materials of the Customer shall be erroneous.

13. CUSTOMER MATERIALS

13.1 The Customer undertakes that the Materials will be in all respects suitable for the operation for which they are required. The Customer will at his expense replace any unsatisfactory Materials, and will pay the Company for the cost of work already carried out on such Materials and for the cost of any damage to our tools or other property. This free issue Material should be marked for identification.
13.3 Except for cuttings, the Materials remain the property of the Customer whilst in the Company’s possession. The Company is not be under any liability for loss of or damage to the Materials, or for any consequences of any kind for such loss or damage.
13.4 Carriage of the Materials to the Company’s works will be at the Customers expense.

14. HEALTH AND SAFTY AT WORK

14.1 The Customer will ensure that the Goods are properly and safely installed in accordance with any instructions that shall have been supplied by the Company and with good trade practice and that they will be safe and without risk to health or safety when used.

15. WORK ON SITE

15.1 The hours engaged in such site work installation, maintenance and commissioning work shall be recorded were applicable by the Company’s personnel and verified by the Customer at intervals of no more than one week. If the Customer shall fail to verify the records then the Company shall submit an invoice on the basis of the records as drawn.

15.2 Travel to and from the Company’s premises and the designated site, and the travel to and from hotels and the designated site is included within the working day and chargeable accordingly.

15.3 The Customer will ensure that the Company can carry out its activities without interruption and at the agreed time and that the requisite facilities are made available to it when carrying out its activities, such as:
(a) gas (when required, including welding gasses when outside of the UK), water and electricity;
(b) heating;
(c) lockable and dry storage space;
(d) facilities required pursuant to the Working Conditions Act and Working Conditions Regulations. Failure to supply such facilities and conditions will delay onsite works and be chargeable accordingly.

15.4 The Customer shall ensure that adequate facilities are available for such site, installation, maintenance and commissioning work and that all equipment is ready and available and in a fit state and condition. The Customer shall provide proper foundations ready to receive Goods as and when delivered and suitable protection for the Goods until completion. If the Customer shall fail to comply with those requirements it shall compensate the Company for all time lost by the Company’s personnel.

15.5 Unless otherwise stated, the quoted price of the work does not include any builders, masons, joiners, pipe-fitters and electricians work, which the Customer shall carry out. Also excluded are,
(a) the costs of connecting gas, water, electricity or other infrastructural facilities;
(b) the costs of preventing or limiting damage to any Goods present on or near the work site;
(c) the costs of removal of materials, building materials or waste;
(d) other specific exceptions detailed in the quotation;
The Customer shall supply at his cost all fuel, tested lifting equipment, Services and other facilities required for erection, starting and commissioning of Goods.

15.6 The Customer bears the risk of and is liable for any damage connected with loss, theft, burning and damage to Goods belonging to the Company, the Customer and third parties, such as tools, materials intended for the work or material used in the work, that are located on the work site or at another agreed location.

15.7 Any materials required for production tests (whether in the Company’s facility’s or on the Customers premises or a third party location) or for commissioning shall be supplied by the Customer at the Costumers expense. All other costs of tests required by the Customer over and above our normal tests shall be borne by the Customer.

15.8 If any work including attendance is undertaken by the Company on the Customers premises in connection with an Order the Customer shall indemnify the Company in respect of all claims or proceedings taken against the Company by any third party including but not limited to the Company’s employees, the Customer’s employees, or the employees of any contractor employed by the Customer or the Company or the personal representatives of dependants of such employee or other third party in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the work in any manner whatsoever, and maintain the appropriate insurance policies against any such liability.

16. COMPLETION OF ON SITE WORK

16.1 The work is deemed to be completed in the following events:
(a) when the Customer has approved the work;
(b) when the whole of the work is available to the Customer for full production and able to produce the Customers product. If part of the works are complete and available to the Customer for full production and able to produce the Customers product that part will be deemed to be completed;
(c) if the Company notifies the Customer in writing that the work has been completed and the Customer does not inform the Company in writing of outstanding defects within 14 days of such notification having been made;
(d) if the Customer does not approve the work due to minor defects or missing parts that can be rectified or subsequently delivered within 30 days and that does not prevent the work from being available to the Customer for full production and able to produce the Customers product.

17. INSOLVENCY OR OTHER DEFAULT OF THE CUSTOMER

17.1 If the Customer fails to make payment for the Goods in accordance with the agreement, or commits any other breach thereof or if any distress or execution shall be levied upon any of the Customer’s Goods or if the Customer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited Company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Customers business assets or if the Customer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights that it may have
(a) suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability upon its part and/or
(b) exercise any of its other right under this contract.
17.2 In the event of the termination of the Contract for any reason the Customer will be liable to pay forthwith for all expenses occurred and materials supplied and may also be liable for damages as for a wrongful repudiation.

17. INSOLVENCY OR OTHER DEFAULT OF THE CUSTOMER

19. TERMINATION

19.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if: (a) 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 being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by Order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
19.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 1.19(a) to clause 19.1(d), or the Company 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.
19.3 In the event of any strikes, lockouts, trade disputes, accidents, tire, inclement weather, flood, tempest, war or Act of God or delay in delivery materials or any cause of contingency whatsoever beyond the reasonable control of the Company affecting the Customer’s supply of the Goods, this contract may be terminated or suspended by the Company at its sole discretion. Such cancellation or suspension shall not constitute a breach by the Company of its duties hereunder, the Company shall not be liable to the Customer for any delay and/or damage caused by reason of such cancellation or suspension and in the event of suspension dates for the delivery of the Goods shall be deferred to take account of such suspension. At any time after a suspension under this Clause the Company can exercise his right under this Clause to terminate the contract.
19.4 On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
19.5 Termination of the Contract 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 this Contract that existed at or before the date of termination.
19.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

20. LIMITATION OF LIABILITY

20.1 The Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
20.2 The Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

21. ASSIGNMENT AND OTHER DEALINGS

21.1 The Company may at any time licence assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any past of this contract in relation to its rights or obligations under the Contract, without the Customer’s consent.
21.2 The Customer may not assign, transfer, mortgage, charge, subcontract, 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 the Company.

22. CONFIDENTIALITY

22.1 All drawings, designs, specifications and other information which the Company supplies in connection with a quotation or Order is confidential. They remain the Company’s property and must not be disclosed to any third person without the Company’s written permission.
22.2 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Customers, clients or suppliers of the other party, with the exception of those listed in clause 22.3.
22.3 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 22.1/2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
22.4 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

23. SECONDHAND AND RECONDITIONED GOODS

23.1 While every reasonable precaution is taken to ensure that second hand or reconditioned Goods sold by the Company are in good working Order, there is no guarantee condition or warranty express or implied in respect of such Goods.Or shall be appointed over the whole or any part of the Customers business assets or if the Customer shall suffer any analogous proceedings under foreign law, all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights that it may have
(a) suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability upon its part and/or
(b) exercise any of its other right under this contract.

24. PAINTED FINISH

24.1 Unless otherwise agreed mild steel parts will be given one coat primer only.

25. SPECIALIST EXAMINATION AND INSPECTION

25.1 At the request of the Customer or his insurers and with the Company’s agreement, Goods may be inspected/tested whilst still on the Company’s premises. Any costs arising from such an inspection/test must be borne by the Customer.
25.2 Plate inspection and examination of shells during construction will be charged as an extra, unless such examination has been definitely specified and included in the quotation. It must be clearly understood that these tests and examinations must not delay progress in the Company’s works or on any site. Delays generated from this type of inspection when organised by the Customer will result in time delays and additional charges from the Company to be borne by the Customer.

26. PUBLICITY

26.1 The Customer, without prior written permission from the Company, may not advertise or in any way publish the fact that the Goods have been supplied by the Company or use imagery or descriptive text explaining the machines workings, processes or any other intellectual information.

27. ENTIRE AGREEMENT

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

28. VARIATION

28.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

29. WAIVER

29.1 No failure or delay by a party to exercise any right or remedy provided under the 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.

30. SEVERANCE

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

31. NOTICES

31.1 Any notice required to be Serviced pursuant to this contract of sale shall be in writing and Serviced by first class post, hand or facsimile on the Company at the Company’s registered office or principle place of business, and on the Customer at the Customers registered office or principle place of business. Notices should not be sent via email.

32. THIRD PARTY RIGHTS

32.1 No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

33. PROPER LAW OF THE CONTRACT

33.1 This contract is subject to the law of England and Wales. 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.

33.2 Each party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

34. REGISTED COMPANY INFORMATION

Registered Name: Polar Systems Limited
Registered Place: Oldmedow Rd,
Hardwick Industrial Estate
King's Lynn
Norfolk
PE30 4LA

Company No. 2015519

Vat No. GB 426406662