Conditions of Sale
Terms of Sale
ACCEPTANCE. Quotations are made and goods supplied on the basis of the following Conditions which shall be deemed to be incorporated in every contract made pursuant to such quotation or order for the supply of goods.
1. GENERAL(a) These terms and conditions shall apply to all trading between us and the customer. Acceptance by us of your order is conditional upon acceptance by you of the following conditions which override all other terms or conditions inconsistent therewith, express, implied or otherwise. (b) Any variation of these conditions shall only be binding if agreed by a Director in writing. Any stipulation of conditions on a customer's order form shall be deemed to be inapplicable to any order placed with us unless expressly agreed to by a Director in writing when acknowledging the order in question.
2. QUOTATIONS.Quotations may be withdrawn at any time before receipt of the customer's acceptance and shall be deemed to be withdrawn if acceptance is not received within thirty days from the date of quotation.
3. FORCE MAJEURE.Deliveries may be totally or partially suspended by the Company during any period in which the Company may be prevented or hindered from manufacturing, supplying or delivering the goods as a result of acts of God, fire, accidents, war, strikes, lock-outs or other contingencies beyond the Company's control whether of the same nature as the foregoing or not. Any goods the delivery of which has been so totally or partially suspended shall be accepted by the Buyer at the rate of delivery specified in the order but commencing as soon as the Company is no longer prevented or hindered from manufacturing supplying and delivering the goods.
4. DEFECTIVE GOODS.Except in the case of a person trading or dealing with us as a Consumer as defined by the provisions of the Unfair Contract Terms Act 1977, any goods supplied will be replaced or repaired free of charge or at our absolute discretion, the purchase price refunded if we are satisfied that they were defective in material or workmanship upon delivery and provided notice of the defect is given to us within fourteen days of delivery and the goods are returned to our works, carriage paid, provided that we accept no liability in regard to the cost of taking out, refixing or making good other materials. The above obligation is undertaken in lieu of all terms, conditions or warranties express or implied whether of Statute or otherwise which are hereby expressly excluded and no liability is accepted by us for loss or damage of any kind, direct or indirect, whether arising by reason of our negligence or otherwise. Without prejudice to the foregoing in, so far as any manufacturer limits its liability in respect of such goods or of any consequential liability in connection therewith the same limitation (a copy of which will be provided on request) shall apply to our liability on the sale by us of such goods and shall be accepted by you in lieu of all other conditions or warranties express or implied, statutory or otherwise, which are hereby expressly excluded. Our total liability hereunder for all and any loss arising whether directly or indirectly from whatever reason shall be limited to the contract price for the goods.
5. TITLE AND RISK.(a) The goods shall be at risk of the customer as from the time when they are ready for delivery. (b) The property in the goods shall not pass to the customer but shall remain vested in us until all sums owing from the customer to us on whatsoever grounds shall have been paid and until such time the customer shall hold the goods on trust for us. Such sums shall not be treated as paid until all cheques, bills or other instruments of payment given to us by the customer have been met or honoured in accordance with their terms. (c) The customer shall, if so required store, mark or designate all goods referred to in sub- clause (b) hereof so as clearly to show that they are our property. (d) If the customer shall default in the punctual payment of any such sums due to us we shall be entitled to enter any premises in the occupation of the customer or to which he had access and where the goods may then be situated. (e) The customer shall not pledge or allow any lien or charge to arise over the goods or the documents of title thereto and shall not deal with them otherwise than in the ordinary course of the customer's business. (f) In the event of any sale or disposition of the goods by the customer the customer shall hold on trust for us (i) If the goods have not been mixed with or incorporated in or attached to other goods or land or buildings, the whole of the proceeds of the sale or disposition. (ii) If the goods have been mixed with or incorporated in other goods or have become attached to land or buildings, so much of the proceeds of sale as is equal to the price of the goods under this agreement.
6. DELIVERY.(a) Delivery dates are estimates only and the time of delivery shall not be of the essence of the contract. We shall not in any event be liable to compensate the customer in damages or otherwise for any non-delivery or late delivery of goods or for any loss consequential or otherwise arising therefrom. (b) We do not undertake to deliver or collect any load over road or ground which in our discretion we consider to be unsuitable. If a vehicle used for performing our contract with any customer deliveries or collects a load to or from a place situate off the public highway the customer is to be solely responsible for any damage or accident and is to indemnify us fully in respect thereof. (c) If the customer wishes to claim that there is any shortage on delivery of any goods delivered or that the same have been damaged in transit he shall give notice in writing to us and to any railway or other carrier by whom the goods were delivered within 3 days after the delivery is made, failing which the goods shall be deemed to have been delivered undamaged and in accordance with the delivery documents. (d) Unless otherwise expressly agreed in writing our prices only cover delivery and working on normal working days and during normal working hours. All deliveries made or work done at the customer's request on Bank holidays, Sunday and Saturday and outside normal working hours, may be subject to extra charges. (e) In the event of any goods or any packing or container being delivered and deposited whether on the public highway or elsewhere the customer shall be responsible for compliance with all regulations and for all steps which need to be taken for the protection of persons or property in relation to such goods packing or container and shall indemnify us in respect of all or any costs claims losses or expenses which we may incur as a result of such delivery.
7. INSPECTION OF GOODS.The customer shall inspect the Goods immediately on collection/delivery thereof and shall within 14 days from such delivery give notice to us of any matter or thing by reason whereof the customer may allege that the Goods are not in accordance with the order. If the customer shall fail to give such notice the Goods shall be deemed to be in all respects in accordance with the contract and the customer shall be deemed to have accepted the Goods accordingly.
8. REPRESENTATIONS.Except in the case of a person trading or dealing with us as a Consumer as defined by the provisions of the Unfair Contract Terms Act 1977 (a) The customer is responsible for the suitability of the goods or materials ordered. (b) The Goods are supplied by us on the basis that they conform to the written terms and to any description contained in this document. No other representations, terms, conditions or variations of any sort whatsoever whether written or oral alleged to have been made or entered into by us or any servant or agent of ours shall be of any force or effect.
9. PAYMENT.(a) Unless the sale is for cash or other credit terms have been expressly agreed all accounts are due for payment on the last day of the month following that in which goods are delivered (b) We reserve the right to refuse to execute any order or contract if the arrangements for payment or the customer's credit are not satisfactory to us. In the case of non-payment of any account when due or in case there shall be any fault or refusal on the part of the customer to take due delivery of any goods or materials or in the case of death, incapacity, bankruptcy or insolvency of the customer or when the customer is a limited company in the case of liquidation or the appointment of a Receiver, then the purchase price of all goods and/or work invoiced and/ or delivered by us to the customer to date shall immediately become due and payable from the customer to us and in addition we are to have the right to cancel every contract made with the customer or to suspend or continue delivery of goods and materials at our option without prejudice to our right to recover any loss sustained. Interest at the rate of 5% per annum above Bank base rate shall be payable in respect of all sums outstanding (c) The customer shall not be entitled to withhold payment of any amount payable under the agreement to us by reason of any dispute or claim by the customer in connection with the agreement nor shall the customer be entitled to set off against any amount payable under the agreement to us any amount which is not then due and payable by us or for which we dispute liability.
10. PRICE.(a) Our quotations and prices are based on costs prevailing at the time when they are given or agreed. We shall be entitled to adjust the price of goods as at the time of delivery by such amount as may be necessary to cover any increase sustained by us after the date of the quotation or order in any direct or indirect costs of making, obtaining, handling or supplying the goods. (b) Our quotations are based on prices applicable to the quantities specified. In the event of orders being placed for lesser quantities we shall be entitled to adjust the price of goods as ordered to take account of the variation in quantity.
11. SAMPLES.Except in the case of a person trading or dealing with us as a Consumer as defined by the provisions of the Unfair Contract Terms Act 1977 samples submitted and illustrations in catalogues and trade literature must be accepted as showing type class and general character only without warranty or guarantee as to substance, performance, colour, size, thickness or shape.
12. RETURNS.All CASH SALE customers must have a valid invoice/receipt as proof of purchase for goods to be returned and will be subject to a minimum of a 15% restocking charge on all stock products. Goods ordered as specials from manufacturers (not stock items) cannot be returned for credit under any circumstances. Stock items which are to be returned for credit must be returned to store within 30 days of purchase in good condition and a 15% handling charge will be made. For stock items over 30 days a 25% restocking charge will apply, with approval from a Director and must be in a resalable condition. Any goods over 90 days old, cannot be returned. Goods cannot be returned by our transport unless necessary collection note has been issued and a collection charge levied of at least £30.00 plus VAT. Where the Company orders goods from a manufacturer to be made to the customer’s own specifications, the Customer will be liable to recompense the Company for the cost of such goods if through no fault on the part of the Company, the goods are no longer required by the Customer due to incorrect specifications being given by the Customer to the Company or any other cause.
13. VALUE ADDED TAX.All quotations and offer prices are exclusive of Value Added Tax. V.A.T will be added to all invoices at the rate applying at the appropriate tax point.
Terms and Conditions of SupplyCarver (Wolverhampton) Limited (company number 00164692) whose registered address is Littles Lane, Wolverhampton, West Midlands, WV1 1JY is entering into a Contract with the Supplier (definitions provided in clause 1.1) for any or all of the following:
1.1 In these Conditions unless the context otherwise requires the following words have the following meanings:
Authorised Officer means an employee of Carvers authorised to sign or vary Purchase Orders.
Business Days means any day other than Saturday or Sunday or a public holiday in England and Wales.
Carver means Carver (Wolverhampton) Limited, company number 00164692.
Commencement Date means the date a Purchase Order is accepted in accordance with the terms of these Conditions.
Confidential Information means any and all information relating to the disclosing party's business methods, pricing structures, discount structures, finances, customers, suppliers, ideas, strategies, concepts, methodologies, inventions, processes, formulae, products, software, programs, source code and other matters for the time being in the disclosing party's possession or owned by the disclosing party.
Contract means any contract between Carvers and the Supplier for the supply of Goods and/or the provision of Services in accordance with these Conditions. The Contract shall comprise (in order of precedence) any relevant Order Amendments, the relevant Purchase Order, these Conditions and any other document (or any document) referred to in the relevant Purchase Order.
Deliverables means all documents, products and materials developed by the Supplier or the Supplier’s agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Goods means the goods, materials, articles, works (or any part of them) described in the Contract.
Goods Specification means any specification for the Goods, including any related plans and drawings that is agreed in writing by Carvers and the Supplier.
Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Law means all applicable statutory and other rules, laws, regulations, orders, judgements, guidance, rulings, instruments and provisions in the United Kingdom from time to time.
Order Amendment means Carver's order amendment or series of order amendments amending any provisions of a Purchase Order, each order amendment having precedence over any earlier order amendment.
Packaging means any type of packaging including but not limited to; bags, cases, cylinders, drums, pallets, tank wagons, and other containers.
Purchase Order means Carver’s purchase order for the supply of Goods and/or the provision of Services having these Conditions on its reverse or attached to it or referring to these Conditions on its face.
Services means the services to be provided by the Supplier under a Contract.
Service Specification means the description or specification for Services agreed in writing by the Supplier and Carver.
Supplier means the person supplying Carvers with Goods and/or Services.
Working Hours means Monday to Friday 7:00 until 16:50 and Saturday 7:30 until 16:50.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.4 A reference to any party shall include that party's personal representatives, successors and permitted assigns.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 Any reference in these Conditions to a party "procuring" another person to act or omit to act in a certain manner shall mean that the party so procuring shall be liable for any default by the person acting or omitting to act in that manner.
1.10 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.11 A Contract between Carvers and the Supplier shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clauses 22 (Termination) and/or 30 (Insurance) (whichever is applicable).
1.12 These Conditions, relevant Purchase Order and relevant Order Amendment (if any) contains the whole agreement between Carvers and the Supplier and it supersedes any prior written or oral agreement between Carvers and the Supplier and is not affected by any other promise, representation, warranty, usage, custom or course of dealing. Carver and the Supplier confirm that they have not entered into the Contract in reliance on any representation that is not expressly incorporated into the Contract. Nothing in the Contract shall exclude liability for any fraudulent statement or act made prior to the date of the Contract.
1.13 These Conditions may be modified by Carvers from time to time and will be superseded by future editions of these Conditions.
1.14 No waiver by Carvers or the Supplier of any breach of a term in a Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
1.15 All third party rights are excluded and no third party shall have the right to enforce the terms of a Contract.
1.16 Nothing in a Contract shall take effect to exclude or limit any of Carver's statutory rights which may not be excluded or limited by law.
1.17 If any provision of a Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of a Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
1.18 The Supplier shall not assign its interest in a Contract (or any part) without the prior written consent of Carvers.
1.19 Nothing in a Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between Carvers and the Supplier, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.
1.20 Neither party shall be liable for any delay or failure in performing its obligations under a Contract as a result of reasons beyond its reasonable control, including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If the event causing such delay or failure continues for in excess of 30 days, the relevant Contract may be terminated at the option of the party not affected by the event.
1.21 Any notice under a Contract shall be in writing and shall be deemed to have been duly given if delivered to the party concerned at the party's registered address or such other address as that party may from time to time notify in writing and shall be deemed to have been served if sent by registered post 48 hours after posting.
1.22 The Supplier shall exercise reasonable endeavours to ensure that Goods and/or Services supplied to Carvers are in accordance with Carver's environmental policy (a copy of which is available upon request).
1.23 The parties shall comply with all laws relating to anti bribery and corruption including but not limited to the Bribery Act 2010.
1.24 A Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
2. Confidential Information
2.1 Neither party shall directly and/or indirectly use and/or disclose the other party's Confidential Information except in the proper performance of a Contract.
2.2 The obligations of confidentiality and non-use set out above shall continue indefinitely except they shall not apply to information:
2.2.1 which the receiving party proves by documentary evidence produced within 28 days of disclosure was already in its possession and at its free disposal prior to disclosure by the disclosing party;
2.2.2 which the receiving party proves by documentary evidence produced within 28 days of disclosure was developed by it without reference to any of the disclosing party's Confidential Information;
2.2.3 which is after the date of the relevant Contract is disclosed to the receiving party without any obligations of confidentiality by a third party who is not in breach of any duty of confidentiality in doing so;
2.2.4 which is or becomes generally available to the public in printed publications through no default and/or omission on the receiving party's part; or
2.2.5 to the extent it is required to be disclosed by law and/or the rules of any recognised stock exchange and/or regulatory authority on condition that the receiving party gives the disclosing party as much advance notice of such disclosure as possible (provided that it is not prohibited by law from giving such notice).
2.3 The exceptions in Clause 2.2 above shall not apply to any combination of features merely because individual features (but not the combination itself) fall within any one or more of such exceptions.
2.4 At the other party's request, made at any time during the course of a Contract, and in any event upon termination of a Contract for whatever reason, each party will deliver up to the other party or at the other party's option destroy any and all materials containing the other party's Confidential Information in whatever medium which is in its possession, power or control.
2.5 Both parties acknowledge that damages may not be an adequate remedy for breach of clause 2 and accordingly both parties agree that the other party shall be entitled to seek and obtain any injunctive and/or other equitable relief in relation to any breach of clause 2.
3.1 The Supplier shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under a Contract including but not limited to, professional indemnity insurance, product liability insurance and public liability insurance or any other claims or demands which may be brought or made against it by any person suffering any injury, damage or loss in connection with a Contract. The Supplier shall, upon request, produce to Carvers its policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained.
3.2 The Supplier shall have and maintain professional indemnity liability insurance at least in the sum of £10 million per claim with a reputable insurance company reasonably acceptable to Carvers and shall provide on demand evidence to Carvers that such insurance is current and in force.
3.3 The Supplier shall have and maintain product liability insurance at least in the sum of £10 million per claim with a reputable insurance company reasonably acceptable to Company and shall provide on demand evidence to Carvers that such insurance is current and in force.
4. Resolution of Disputes
4.1 Any dispute between the parties in connection with a Contract shall be referred in the first instance to the Dispute Resolution Procedure as provided in this Clause 4.
4.2 Initial meetings:
4.2.1 In the first instance each of the parties shall arrange for a senior representative to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by the party calling for the meeting (but the chairman shall not have a casting vote).
4.2.2 Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question to the mutual satisfaction of the parties.
4.2.3 If such meeting(s) do not resolve the dispute in question, the parties shall proceed to refer the dispute either to an expert in accordance with clause 4.4 to the extent that the dispute is of a technical or accounting nature or to a mediator in accordance with clause 4.3.
4.3.1 If the meeting referred to in clause 4.2 does not resolve the matter in question then the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. To initiate a mediation a party shall give notice in writing (a “Mediation Notice”) to the other parties requesting mediation of the dispute and shall send a copy thereof to CEDR asking CEDR to nominate a mediator if the parties shall not be able to agree such appointment by negotiation. The mediation shall commence within 28 days of the Mediation Notice being served.
4.3.2 The parties will co-operate with any person appointed as mediator providing him with such information and other assistance as he shall require and such party will pay his costs, as he shall decide. No party may commence any court proceedings in relation to any dispute arising in relation to a Contract until it has attempted to settle the dispute by mediation and the mediation has terminated or failed to settle the dispute.
4.4 Expert determination
4.4.1 Where a matter is referred at the instance of either party for expert determination it shall be resolved in accordance with the following procedure.
4.4.2 The parties will jointly appoint a single person to decide the matter in question or failing agreement as to such appointment the parties will ask an expert to be nominated by the President for the time being of Law Society (the Expert).
4.4.3 The Expert shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he considers necessary to assist him in determining the matter referred to him. In the absence of fraud or manifest error, the decision of the Expert (which shall be given by him in writing stating his reasons therefor) shall be final and binding on the parties.
4.4.4 Each party shall provide any Expert with such information as he may reasonably require for the purposes of his determination. If either party claims any such information to be confidential to it then provided that in the opinion of the Expert that party has properly claimed the same as confidential the Expert shall not disclose the same to the other party or to any third party.
4.4.5 The costs of the Expert (including the costs of any technical expert appointed by him) shall be borne in such proportions as the Expert may decide to be fair and reasonable in all the circumstances or if no such determination is made by the Expert by the parties in equal proportions.
4.5 During any dispute, including a dispute as to the validity of any aspect of a Contract, it is mutually agreed between the parties that the parties shall continue their respective performance of the provisions of the relevant Contract.
5. Contract for the Supply of Goods
5.1 Each Purchase Order consists of an offer by Carvers to purchase the Goods referenced in such Purchase Order subject to the terms of that Purchase Order and to these Conditions. Any counter-proposal to supply Goods on alternative terms is rejected. Acceptance of each Purchase Order is conditional upon the Supplier accepting these Conditions unconditionally and without amendment, such acceptance being made either by the Supplier giving notice to Carvers or by the Supplier fulfilling the relevant Purchase Order (in whole or in part). Acceptance of a Purchase Order shall be evidence that these Conditions are incorporated into the relevant Contract. Before unconditional acceptance by the Supplier of a Purchase Order, it may be cancelled by Carvers without liability to the Supplier.
5.2 These Conditions are the only conditions upon which Carvers is prepared to deal with the Supplier and they shall govern a Contract to the total exclusion of all other terms or conditions. Notwithstanding any reference thereto in a Contract and/or in any other document, no terms and/or conditions endorsed upon, delivered with or contained in the Supplier’s quotation acknowledgement or acceptance of order, specification or similar document will form part of a Contract and the Supplier waives absolutely and unconditionally for all time any right which it otherwise might have to rely on such terms and/or conditions. It is noted and agreed that these conditions may be subject to variation under clause 1.13.
5.3 If the Supplier becomes unable to meet the quantities or delivery times required by Carvers in the Purchase Order then, without limiting or excluding the Supplier's liability, the Supplier shall immediately inform Carvers in writing as to the extent to which it is unable to fulfil any Purchase Order.
6.1 The Supplier shall supply the Goods for the price stated in the Purchase Order. Unless otherwise agreed by Carvers in writing, the price shall be inclusive of all costs of storage, packaging, packing, insurance, labelling, carriage, delivery, installation and commissioning (as applicable), VAT and any other applicable duties or levies and all other costs incurred by the Supplier in relation to the Goods and their delivery.
6.2 No extra charges shall be effective unless agreed in writing by the parties.
7. Supply of Goods
7.1 The Supplier shall supply Goods as ordered by Carvers from time to time. Each Purchase Order shall be treated as a separate contract for the supply of Goods so ordered by Carvers. The Supplier shall fulfil each order strictly in accordance with the terms of the Purchase Order in question.
7.2 The Supplier warrants that at all times, it shall supply Goods:
7.2.1 that conform in every respect with the Goods Specifications and any other specifications, timetables and procedures agreed in writing by the parties from time to time;
7.2.2 in an effective and timely manner which causes minimum disruption to Carver's business;
7.2.3 in accordance with good industry practice;
7.2.4 using all the due skill care and diligence, foresight and practice that would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking as the Supplier acting in accordance with the Law;
7.2.5 in a manner that is not injurious to health of any person and which does not cause damage to property;
7.2.6 that are capable of all standards of performance specified in the relevant Contract;
7.2.7 that comply with all applicable statutory, regulatory requirements and relevant codes of practice relating to the manufacture, labelling, packaging, storage, handling and delivery of such Goods;
7.2.8 without any asbestos content.
7.3 If the supply of any Goods requires use of equipment, tools or apparatus provided by way of loan from Carvers, the Supplier shall keep safe and secure and shall take all reasonable care of any items belonging to Carvers while in the possession or control of the Supplier and, fair wear and tear excepted, shall return to Carvers each such item in the same condition as it was in when loaned to the Supplier.
7.4 The Supplier shall co-operate with any other supplier to Carvers.
7.5 The Supplier shall promptly keep Carvers informed of any matter of which it is or reasonably should, as supplier of Goods, be aware relating to the sale of Goods by Carvers or the storage, transportation, handling, assembly or use of Goods by Carvers or its customers (including legislation or advice from responsible or professional or legal bodies in respect of raw materials or chemicals used in the manufacture of Goods) and the actions it has taken or proposes to take and those that Carvers or its customers should take in relation to such matters.
7.6 Nothing contained in the Contract shall in any way release the Supplier from the Supplier's duties and obligations in Law.
7.7 The Supplier shall obtain and maintain any and all necessary licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the relevant Contract and to comply with all applicable Laws.
8.1 The Supplier warrants that all Goods manufactured and supplied pursuant to a Contract will be new (unless specified otherwise in the relevant Purchase Order) fit for purpose, of satisfactory quality, design, skill and of sound materials and workmanship.
8.2 The Supplier shall operate and maintain a quality control monitoring system which meets the requirements of Carvers, any relevant authorities and/or Carver's customers.
8.3 To assure Carvers of its quality control, the Supplier shall not make any change to the Goods Specification without:
8.3.1 notifying Carvers of its intention to implement such change and in such notification reporting to Carvers as to any consequences which will follow such change being implemented; and
8.3.2 giving Carvers the opportunity to make representations to the Supplier within 21 days of receipt by Carvers of such notice; and
8.3.3 obtaining written approval for such change from Carvers, any relevant authority or Carver’s customers (as the case may be).
8.4 The Supplier shall carefully inspect Goods before despatch for compliance with the Goods Specification.
8.5 The Supplier shall provide Carvers with such information and explanations as may be reasonably required regarding the manufacture or storage of and any quality control procedures concerning the Goods and the Supplier shall procure that its subcontractors do likewise.
8.6 The Supplier shall reply promptly to all reasonable enquiries and complaints by Carver relating to the quality, performance and durability of Goods.
8.7 The Supplier shall ensure that Carvers is kept aware at all times of all matters affecting or which may affect in any way the performance of Goods or any part thereof including without limitation any claim brought against the Supplier and/or any customer of the Supplier for Goods by another person arising out of or relating to the performance of Goods.
9.1 Carvers shall have the right, before delivery, to send the Supplier an Order Amendment adding to, deleting or modifying the Goods to be supplied to Carvers under a Purchase Order. If an Order Amendment will cause a change to the price or delivery date then the Supplier must suspend performance of the relevant Contract and notify Carvers without delay, calculating the new price and delivery date at the same level of cost and profitability as the original price.
9.2 The Supplier must provide Carvers with at least 10 Business Days to consider any new price and delivery date. The relevant Order Amendment shall take effect when but only if the Authorised Officer accepts in writing the new price and delivery date within the time stipulated by the Supplier. If the Authorised Officer fails to confirm the Order Amendment within the time stipulated by the Supplier, the performance of the relevant Contract shall immediately resume as though the said Order Amendment had not been issued (except that Carvers may still exercise its right of cancellation in accordance with clause 10).
9.3 An Order Amendment will take effect as from the date specified in the relevant Order Amendment and shall not have retrospective effect, unless expressly provided for in the relevant Order Amendment.
9.4 Each record of an Order Amendment must be dated and sequentially numbered. Each party will be entitled to an original executed counterpart of an Order Amendment.
9.5 In all respects other than as provided in each Order Amendment, the Contract will continue in full force and effect.
9.6 Each Order Amendment is not intended to be and shall not be construed as a new contract unless a contrary intention is expressly stated in its terms.
10.1 In addition to Carver’s other rights of termination or variations under these Conditions, Carvers may cancel the Purchase Order and any Order Amendment which has not been fulfilled at any time by sending the Supplier a notice of cancellation.
10.2 In relation to Goods regularly supplied by the Supplier to other customers and which are not bespoke to Carver, the Supplier shall not submit a cancellation claim following Carver’s cancellation.
10.3 Subject to clauses 10.4, 10.5 and 10.6, in relation to Goods which are not regularly supplied by the Supplier to other customers and which are bespoke to Carvers, the Supplier may submit a cancellation claim within 30 days from the date of cancellation for the reasonable cost of any commitments, liabilities or expenditure which the Supplier has incurred as a direct consequence of such cancellation.
10.4 Carvers shall assess the Supplier's cancellation claim and the parties will seek to agree an appropriate payment to the Supplier to cover the unavoidable costs incurred by the Supplier in the supply of the Goods which were subject to the cancelled Purchase Order. The Supplier shall provide fully supported details of such costs on open book principles so that such agreement can be reached.
10.5 The total of any cancellation payments made or due to the Supplier under a Contract shall not exceed the price of the relevant Goods.
10.6 If the Supplier fails to submit a cancellation claim within 30 days of the date of Carver's notice of cancellation, then Carvers shall have no further liability to the Supplier in relation to such cancellation under the relevant Contract.
11. Progress and Inspection
11.1 The Supplier shall at its own expense provide any programs of manufacture and delivery that Carver may reasonably require. The Supplier shall immediately notify Carver in writing if the Supplier’s progress falls behind or may fall behind any such programs.
11.2 Carver reserves the right to:
11.2.1 carry out such testing and inspections on Goods as Carvers considers necessary to ensure that Goods tendered for delivery are supplied in conformity with the relevant Contract;
11.2.2 check progress at the Supplier’s and the Supplier’s sub-contractor’s premises at all reasonable times during normal Working Hours before delivery to inspect and to reject Goods that do not comply with the relevant Contract. For the avoidance of doubt, the Supplier shall procure that its sub-contractors reserve such rights of inspection for Carvers.
11.3 Notwithstanding any right of inspection or testing provided in clauses 11.1 and /or 11.2, the Supplier shall remain fully responsible for the quality of Goods and any such inspection or testing shall not reduce or relieve the Supplier from any of the Supplier’s obligations under the relevant Contract.
12.1 Unless otherwise stated in the Contract, all Packaging shall be non-returnable.
12.2 If the relevant Contract states that Packaging shall be returnable, the Supplier must give Carvers full return instructions before the time of delivery. The Packaging must be clearly marked by the Supplier to show to whom it should be returned. For the avoidance of doubt, the Supplier shall pay the cost of all carriage, handling and other costs for the return of Packaging and Carver shall not be liable for any Packaging lost or damaged in transit. Where Goods are delivered by road vehicle, available empty Packaging may be returned by the same vehicle following delivery.
13.1 The Supplier shall observe all legal requirements of the United Kingdom, European Union and relevant international agreements in relation to health, safety and environment including but not limited to those relating to the marking of hazardous Goods, the provision of data sheets for hazardous materials and all provisions relating to food. Hazardous Goods must be clearly marked and display the name of the material in English. Transport and other documents must include declaration of the hazard and the name of the material in English. Such hazardous Goods must be accompanied by emergency information in English.
14.1 The Supplier shall:
14.1.1 complete all Purchase Orders for Goods placed by Carvers in accordance with the delivery times specified in the relevant Contract;
14.1.2 ensure that the Goods are properly packed, secured and dispatched at the Supplier’s expense to arrive in good condition at the time or times and the place or places specified in the relevant Contract. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the delivery location specified in the relevant Contract;
14.1.3 provide a delivery note which shows the date of the Purchase Order and detailing the specific items supplied with each delivery of the Goods and:
18.104.22.168 the Purchase Order number;
22.214.171.124 batch numbers;
126.96.36.199 CE mark (if any);
188.8.131.52 the type and quantity of the Goods (including the code number of the Goods (where applicable);
184.108.40.206 special storage instructions (if any);
220.127.116.11 expiry date for Goods (if any);
18.104.22.168 name(s) of the Supplier and if different the manufacturer and importer of Goods; and
22.214.171.124 if the Goods are being delivered by instalments, the outstanding balance of Goods to be delivered.
14.2 The Supplier shall not deliver the Goods in instalments without Carver’s prior written consent.
14.3 If the Supplier or the Supplier's carrier delivers any Goods at the wrong time (including early delivery) or to the wrong place, then Carvers may deduct from the price payable by Carvers for the Goods any resulting costs of storage or transport.
14.4 In the event that Carver requires the Supplier to deliver the Goods to a construction site, the Supplier shall ensure that its delivery driver(s) is (are) properly trained and where necessary qualified to deliver Goods to a construction site.
15. Late Delivery
15.1 If the Goods or any part of them are not delivered by the time or times specified in the relevant Contract then Carvers may:
15.1.1 by written notice cancel any undelivered balance of the Goods and return for full credit and at the Supplier’s expense any Goods which in Carver's opinion cannot be used owing to this cancellation; or
15.1.2 reject or refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; or
15.1.3 where Carvers has paid in advance for Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; or
15.1.4 source the Goods from alternative suppliers and any additional costs reasonably so incurred shall be at the Supplier’s expense. The items listed above in clause 15.1.1 to 15.1.4 (inclusive) shall not limit or waive Carver’s rights under any Law. The Supplier shall not be entitled to any cancellation payments for any Goods cancelled pursuant to this clause 15.
16. Property and Risk
16.1 The risk in each shipment of Goods shall not pass to Carvers until Carvers has accepted the Goods comprised in each shipment.
16.2 Property in the Goods (both legal and equitable) shall pass to Carvers:
16.2.1 when the Goods have been delivered but without prejudice to Carver’s right of rejection under these Conditions; or
16.2.2 if, whilst the Goods are still in the Supplier's possession, Carver has paid in full or made any advance or stage payment, at the time such payment is made, in which case the Supplier must as soon as possible mark the Goods as Carver’s property, but without prejudice to Carver's right of rejection under these Conditions.
16.3 The Supplier acknowledges that Carvers relies on the Supplier’s warranties provided in clause 7.2 that Goods bought for re-sale are of acceptable quality.
16.4 Carvers shall not inspect Goods within their re-sale packaging (without limit to time). If either before or after Carvers has re-sold the Goods, the Goods are found not to be of quality suitable for re-sale, the Supplier shall compensate Carvers for the Goods and any reasonable compensation claim, re-fixing claim or other reasonable claim in relation to the Goods by Carvers which may or may not relate to a claim brought against Carvers in relation to the Goods by one of Carver's customers.
18. Carvers shall not be treated as having accepted any Goods until it has had a reasonable time to inspect them following delivery or after any latent defect has become apparent to the naked eye.
18.1 Neither any inspection or testing by Carvers or its representatives whether before or after physical delivery of Goods nor the signing of any delivery note or other document acknowledging physical receipt of any Goods shall constitute evidence of acceptance or approval of Goods.
19.1 Carvers shall have the right to reject the Goods in whole or in part whether or not paid for in full or in part within a reasonable time of delivery if the Supplier delivers Goods which do not comply with the relevant Contract.
19.2 If the Supplier fails to promptly repair or replace Goods which have been rejected in accordance with clause 19.1, Carvers may, without affecting its rights under clause 19.6, obtain substitute products from a third party supplier, or have the rejected Goods repaired by a third party, and the Supplier shall reimburse Carvers for the costs it incurs in doing so. It is agreed that the Supplier may exercise the right of rejection notwithstanding any provision contained in the Sale of Goods Act 1979 which may be excluded by law.
19.3 Where Carvers discovers more than one defective product in any given batch of Goods delivered at the same time, Carvers shall be entitled to reject the entire batch of Goods.
19.4 Consignment or part deliveries may be rejected unless Carvers has agreed in writing to accept such deliveries.
19.5 Carvers may, where possible, give the Supplier a reasonable opportunity to replace the Goods with new Goods that conform with the relevant Contract. In the event that the replacement Goods do not conform with the relevant Contract, Carver shall be entitled to cancel the applicable Purchase Order.
19.6 In the event of rejection under this clause 19, the Supplier shall promptly repay any monies paid under a Contract by Carver without any retention or offset whatsoever. Carvers may claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Goods that are not in conformity with the relevant Contract. Rejection of a Purchase Order under this clause 19 shall not affect any other rights of Carvers.
19.7 The Supplier must collect all rejected Goods within 3 months of being notified of the rejection. If the Supplier fails to collect the Goods within 3 months, Carvers may dispose of them in whatever way it considers suitable and will not be required to compensate the Supplier for their non-availability.
19.8 The Supplier shall give Carver’s purchasing department at least 2 Business Days’ written notice of its intention to collect the rejected Goods. For the avoidance of doubt, the Supplier shall not be entitled to any cancellation claim for any rejections of Goods under this clause 19.
20.1 The Supplier shall invoice Carvers for the Goods on or at any time after completion of delivery.
20.2 In consideration for the supply of Goods, Carvers shall pay the invoice amount within 30 days of the date of a correctly rendered invoice.
20.3 Each invoice must be addressed to Carver’s purchasing department and shall include such supporting information required by Carvers to verify the accuracy of the invoice, including but not limited to the Purchase Order number (if any), the delivery note number and/ or service note number and VAT payable. Carvers shall not be held responsible for delays in payment caused by the Supplier’s failure to comply with these invoicing instructions.
20.4 Carvers may without limiting its other rights or remedies, set off any amount owing to the Supplier against any amount payable by the Supplier to Carvers under a Contract.
21.1 The Supplier shall indemnify Carvers in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Carvers as a result of or in connection with:
21.1.1 any claim made by Carvers or against Carvers by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the Supplier's acts or omissions or those of the Supplier’s employees, agents or subcontractors;
21.1.2 any claim made by Carvers or against Carvers by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the Supplier’s, the Supplier’s employees, agents or subcontractors’ breach, negligent performance or failure or delay in performance of a Contract; and
21.1.3 any claim made by Carver or against Carver for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods.
21.2 This clause 21 shall survive termination of a Contract.
22.1 Notwithstanding Carver's rights of rejection or cancellation under these Conditions, either party may terminate a Contract with immediate effect by giving written notice to the other party, if the other party:
22.1.1 is in material breach of the relevant Contract and fails to remedy such breach within 30 days of receipt of notice requiring it to do so; or
22.1.2 suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
22.1.3 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, or takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.
22.2 For the duration of a Contract and for a period of at least one year thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with a Contract and shall, on Carver's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
22.3 The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
23. Contract for the Provision of Services
23.1 Each Purchase Order consists of an offer by Carvers to receive Services referenced in such Purchase Order subject to the terms of that Purchase Order and to these Conditions. Any counter-proposal to supply Services on alternative terms is rejected. Acceptance of each Purchase Order is conditional upon the Supplier accepting these Conditions unconditionally and without amendment, such acceptance being made either by the Supplier giving notice to Carvers or by the Supplier fulfilling the relevant Purchase Order (in whole or in part). Acceptance of a Purchase Order shall be evidence that these Conditions are incorporated into the relevant Contract. Before unconditional acceptance by the Supplier of a Purchase Order, it may be cancelled by Carvers without liability to the Supplier.
23.2 These Conditions are the only conditions upon which Carvers is prepared to deal with the Supplier and they shall govern a Contract to the total exclusion of all other terms or conditions. Notwithstanding any reference thereto in a Contract and/or in any other document, no terms and/or conditions endorsed upon, delivered with or contained in the Supplier’s quotation acknowledgement or acceptance of order, specification or similar document will form part of a Contract and the Supplier waives absolutely and unconditionally for all time any right which it otherwise might have to rely on such terms and/or conditions. It is noted and agreed that these conditions may be subject to variation under clause 1.13.
24. Supply of Services
24.1 The Supplier shall from the date set in the relevant Purchase Order and for the duration of the relevant Contract provide the Services to Carvers in accordance with the terms of that Contract.
24.2 The Supplier shall meet any performance dates for the Services specified in the relevant Purchase Order or notified to the Supplier by Carvers.
24.3 In providing the Services, the Supplier shall:
24.3.1 co-operate with Carvers in all matters relating to the Services, and comply with all instructions of Carvers;
24.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
24.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the relevant Contract;
24.3.4 ensure that the Services and Deliverables conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Carvers;
24.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
24.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Carvers, will be free from defects in workmanship, installation and design;
24.3.7 obtain and at all times maintain all necessary licences and consents, and comply with all laws;
24.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of Carver’s premises;
24.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by Carvers to the Supplier (“Carver Materials”) in safe custody at its own risk, maintain the Carvers Materials in good condition until returned to Carvers, and not dispose or use the Carver Materials other than in accordance with Carver’s written instructions or authorisation;
24.3.10 not do or omit to do anything which may cause Carvers to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that Carvers may rely or act on the Services.
24.4 If a Contract requires the Supplier to provide any Services on any of Carver's premises then the following provisions shall apply:
24.4.1 the Supplier shall ensure that the Supplier, its employees, sub-contractors and their employees and any other person associated with the Supplier adhere in every respect to the obligations imposed on the Supplier by current safety legislation and Carver’s health and safety policies and procedures and security requirements (available upon request) and any regulations, codes or policies notified by Carvers to the Supplier in writing.
24.4.2 If the Services involves physical work (as opposed to consultancy work) the Supplier shall complete in conjunction with Carver’s management a permit to work including a risk assessment prior to commencing such work. The Supplier shall be responsible for informing all its operatives of the conditions within the permit to work, and for procuring that they work within the conditions of the permit to work, Carver’s health and safety policies and procedures and any other applicable regulations codes or practices.
25. Carver remedies
25.1 If the Supplier fails to perform the Services by the applicable dates as provided in the relevant Contract, Carvers shall, without limiting its other rights or remedies, have one or more of the following rights:
25.1.1 to terminate the relevant Contract with immediate effect by giving written notice to the Supplier;
25.1.2 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
25.1.3 to recover from the Supplier any costs incurred by Carvers in obtaining substitute services from a third party;
25.1.4 where Carvers has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier;
25.1.5 to claim damages for any additional costs, loss or expenses incurred by Carvers which are in any way attributable to the Supplier's failure to meet such dates.
25.2 These Conditions shall extend to any substituted or remedial services provided by the Supplier.
25.3 Carver’s rights under these Conditions are in addition to its rights and remedies implied by statute and common law.
26. Carver's obligations
26.1 Carvers shall:
26.1.1 following the Supplier’s reasonable request, provide the Supplier with reasonable access at reasonable times during Working Hours to Carver’s premises for the purpose of providing the Services; and
26.1.2 provide such information to the Supplier as the Supplier may reasonably request and which Carvers considers reasonably necessary for the purpose of providing the Services.
27. Charges and payment
27.1 The charges for the Services shall be set out in the relevant Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Carvers, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
27.2 The Supplier shall invoice Carvers on completion of the Services. Each invoice shall include such supporting information required by Carvers to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number.
27.3 In consideration of the supply of the Services by the Supplier, Carvers shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
27.4 All amounts payable by Carvers under a Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under a Contract by the Supplier to Carvers, Carvers shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
27.5 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow Carvers to inspect such records at all reasonable times on request.
27.6 Carvers may, without limiting its other rights or remedies, set off any amount owed to it by the Supplier against any amount payable by Carvers to the Supplier under the relevant Contract.
28. Intellectual property rights
28.1 In respect of any goods that are transferred to Carvers under a Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Carvers, it will have full and unrestricted rights to transfer all such items to Carver.
28.2 The Supplier assigns to Carver, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
28.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
28.4 The Supplier shall, promptly at Carver’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Carvers may from time to time require for the purpose of securing for Carvers the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to Carvers in accordance with clause 28.2.
28.5 All Carvers Materials are the exclusive property of Carvers.
29.1 The Supplier shall keep Carvers indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Carvers as a result of or in connection with:
29.1.1 any claim made against Carvers by a third party arising out of, or in connection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of a Contract by the Supplier, its employees, agents or subcontractors; and
29.1.2 any claim brought against Carvers for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services or the product of the Services.
29.2 This clause 29 shall survive termination of a Contract.
30.1 The Supplier shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under a Contract including but not limited to, professional indemnity insurance, product liability insurance and public liability insurance or any other claims or demands which may be brought or made against it by any person suffering any injury, damage or loss in connection with a Contract. The Supplier shall, upon request, produce to Carvers its policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained.
30.2 The Supplier shall have and maintain professional indemnity liability insurance at least in the sum of £10 million per claim with a reputable insurance company reasonably acceptable to Carvers and shall provide on demand evidence to Carver that such insurance is current and in force.
31.1 Notwithstanding Carver's rights of rejection or cancellation under clause 24 of these Conditions, either party may terminate a Contract with immediate effect by giving written notice to the other party, if the other party:
31.1.1 is in material breach of a Contract and fails to remedy such breach within 30 days of receipt of notice requiring it to do so; or
31.1.2 suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
31.1.3 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, or takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances.
31.2 For the duration of a Contract and for a period of at least one year thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with a Contract and shall, on Carver's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
32. Consequences of termination
32.1 On termination of a Contract for any reason:
32.1.1 the Supplier shall immediately deliver to Carvers all Deliverables whether or not then complete, and return all Carvers Materials. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with that Contract;
32.1.2 the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the relevant Contract which existed at or before the date of termination; and
32.1.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.