Terms & Conditions

TRW Aftermarket

Where the Purchaser under the contract (not being a Contract for the International Sale of Goods) deals as a Consumer within Section 12 of the Unfair Contract Terms Act 1977 then nothing contained in any of the following Conditions shall restrict or affect the statutory rights of the Purchaser. 
   

1. Formation and Interpretation of Contracts
 
a.  (i)  All contracts made by TRW Automotive Aftermarket Operations, a division of TRW Limited ("the Company") for the supply of goods and/or services of the type referred to below shall be governed exclusively by the terms and conditions set out below and overleaf ("the Contract Terms"). The Contract Terms shall override and take the place of all previous oral and written representations and any other terms and conditions (except those implied in favour of a supplier which are not inconsistent with the Contract Terms) whether or not the same are endorsed upon, delivered with, or referred to in any purchase order, call off or other document delivered or sent to the Company by the Client referred to below ("the Client"). Any reference below to the Client's order, call off, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, call off, specification or like document will supplement or have effect to the exclusion or amendment of the Contract Terms. 
  
 (ii)  The Contract Terms may be varied only by express agreement by the Company by means of a written amendment signed by a Director of the Company or the Company Secretary and referring specifically to the terms and conditions to be amended. 

b.  Where the Company supplies goods and/or services under a blanket order received from the Client: 
 
 (i)  the blanket order and each call off shall be subject to the Contract Terms; 
 
 (ii)  without limiting the generality of any other Contract Terms the Company will not be under any liability to the Client if at the time of any call off by the Client the Company is unable for whatever reason to supply goods and/or services in accordance with the Client's requirements.  

c.  The formation, construction, validity and performance of all contracts shall be governed by English Law and the Client submits to the non-exclusive jurisdiction of the English Courts. 

d.  The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such provision for any other purpose or the validity or enforceability of the remaining provisions. Any provision (being completely or partially invalid or unenforceable) shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance. 
    
e.  The headings used herein are for convenience only and shall not affect construction; and in the Contract Terms the phrase "liabilities in relation to" means "all liabilities, losses, damages, costs (including without limitation legal costs on a full indemnity basis and VAT), expenses, actions, claims, proceedings and demands whatsoever arising directly or indirectly out of or in connection with". 
    
f.  Any quotation by the Company is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date (unless a longer period is stated in the quotation) provided that the Company has not previously withdrawn it. 
    
g.  In the absence of specific acknowledgement, all orders submitted by the Client will be deemed to be accepted by the Company unless specifically rejected by it within 21 days after receipt. 

h.  The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted to the Company and for giving the Company any necessary information relating to the goods and/or services within a sufficient time to enable the Company to perform the contract in accordance with its terms. 
   
  (i) No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or contracted for), damages, charges and expenses incurred by the Company as a result of cancellation. 
 

2. Prices

Unless otherwise expressly stated in writing by the Company, orders are accepted on the basis that: 
 
a. The price stated on the invoice is the net price of the goods and/or services (after deduction of any discounts) for delivery in accordance with the contract, and the stated price overrides all previous oral or written representations as to price; 
 
b. The price is exclusive of Value Added Tax and any other impositions whatsoever, which shall be charged by the Company at the rate and in the manner prescribed by law from time to time and shall be paid by the Client in addition to the price; 
     
c. The Company may without prior notice adjust the price stated to take account of any change in any specification made at the request of the Client and agreed by the Company or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions; and 
     
d. Prices are those ruling at the date of receipt of order (or call-off for supplies made to a blanket order).
 

3. Payment

a. The Company shall be entitled to invoice the Client for the price of the goods and/or services on or at any time after delivery of the goods or performance of the services (including any instalments of such goods and/or services) unless the Client fails to take delivery of the goods and/or accept performance of the services, in which event the Company shall be entitled to invoice the Client at any time after the Company has notified the Client that goods are ready for delivery and/or services ready to be supplied. 
 
b. Unless otherwise expressly stated in writing, prices are due and payable to, and at such address or bank accounts as may be designated by the Company, without set-off or counterclaim in Pounds Sterling in England in immediately available funds by the end of the month following the month of the Company's invoice. Payment by cheque or other negotiable instrument is ineffective until it is honoured and the Company's bank account is credited with the amount due. Unless otherwise expressly stated in writing, where goods and/or services are to be supplied to the Client outside the United Kingdom the Client will establish and maintain in favour of the Company an irrevocable and confirmed letter of credit in English with a U.K. clearing bank payable on drafts drawn at sight upon presentation to the bank by the Company of a certified copy of the Company's invoice. Such letter of credit shall be established at least 30 days prior to the anticipated shipment date of the goods and/or supply date of the services and shall cover the full price of the goods and/or the services (including applicable taxes) and such letter of credit shall be divisible. All bank charges and other expenses in relation to the letter of credit shall be for the Client's account. 
 
c. Time of payment is of the essence of every contract. On failing to make full payment when due, the Client shall (without prejudice to any other rights of the Company) become liable to pay to the Company interest on the amount due at 4 per centum per annum above the base rate from time to time of Lloyds Bank Plc calculated from the date due for payment until the date of actual payment before and after (and as a separate continuing obligation not merging with) any judgement. 
 
d. Any carriage, packing and other charges stated separately from the price are payable by the Client at the same time as the price. The terms applying to payment of the price shall also apply to payment of such charges. 
 
e. The Company shall at any time be entitled to appropriate any payment made by the Client in respect of any goods or services in settlement of such invoices or accounts in respect of such goods or services as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Client. 
 

4. Despatch and Delivery

a. Delivery of goods shall be made by the Company delivering the goods to the place agreed, or making the goods available for collection at that place or, if no other place for delivery is agreed, by the Client collecting the goods at the Company's premises at any time during normal working hours after the Company has notified the Client that the goods are ready for collection (subject to the following provisions of this clause). 
 
b. The Company will endeavour to complete the contract or deliver the goods and/or provide the services within the time agreed (if any) and if no time is agreed, within a reasonable time, but it shall not be liable for any loss or damage whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the goods and/or performance of the services. 
   
c. Except insofar as the contract expressly provides otherwise, goods ordered for supply within the United Kingdom will be delivered to the Client's premises without additional charge. All orders for the supply of goods outside the United Kingdom will unless otherwise stated be delivered Free on Board (F.O.B.) UK port which expression shall for the purposes of such orders have the meaning assigned to it by Incoterms 1990. The Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 
   
d.  Where the method of delivery is expressed in writing to be subject to a method of delivery defined by Incoterms, then delivery shall be effected and risk in goods shall pass as specified in Incoterms 1990, such terms stating that if a contract is expressed to be FOB or CIF the risk in goods shall pass to the Client when the goods have passed the ship's rail at the port of shipment. However, the passing of title and all other contractual terms shall be governed by these Contract Terms. Where the method of delivery is not by reference to Incoterms, risk of damage to or loss of the goods shall pass to the Client:- 

  (i)  in the goods to be delivered at the Company's premises, at the time when the Company notifies the Client that the goods are available for collection; or 
   
  (ii)  in the case of goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Client fails to take delivery of the goods, the time when the Company has tendered delivery of the goods. 
   
e.  In the case of goods to be supplied outside the United Kingdom the Client shall if it so wishes be responsible for arranging for testing and inspection of the goods at the Company's premises before shipment. If the goods were so inspected, the Company shall have no liability for any claim made after shipment in respect of any defect in the goods which would be apparent on inspection. 
   
f. In contracting for carriage and/or insurance of the goods in transit, the Company shall be deemed to act solely as agent of the Client and sections 32(2) and (3) of the Sale of Goods Act 1979 shall not apply. 
    
g.  Where any services provided involve the Client's property risk in that property (which term, shall, where applicable, include the term "goods" where used in these Contract Terms) shall remain with the Client. 
     
h.  Where goods are to be delivered at the Company's premises or despatched for delivery to the Client, the Company shall endeavour to notify the Client of the expected date of delivery. If the goods are damaged or short on delivery the Company shall in no event be liable unless the Client notifies the Company in writing within seven days of delivery in the case of inland orders, and twenty-eight days of delivery in the case of orders for the supply of goods and/or services outside the United Kingdom, and gives the Company a reasonable opportunity to inspect the goods. No claim for non-delivery will be considered unless the Company is notified in writing within ten days of the expected date of delivery in the case of orders for the supply of goods and/or services outside the United Kingdom and within seven days of the expected date of delivery in the case of inland orders, in both cases taking into account date of despatch. Any claim for damage shortages or non delivery shall also be notified to any carriers by the Client in the manner and within the appropriate time limit prescribed by the carriers' terms and conditions. In the event of failure by the Client to give the appropriate notice or notices as specified in this clause, any claim by the Client will be deemed to have been waived and will be absolutely barred. The Client may not reject any goods by reason of short delivery. If the Company supplies less than the exact quantity of goods ordered, otherwise than due to the Client's default or a cause beyond the Company's reasonable control (in which circumstances there shall be no variation to the price), the Company's liability shall be limited to: (1) allowing the Client a pro rata allowance to the price of the goods, or (2) the supply by the Company as soon as reasonably practicable of substantially similar goods to replace the goods which the Company has failed to supply; whichever of the foregoing the Company may elect. 
      
i.  If the Client cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of any goods and/or accept supply of any services at the time agreed (if any) or if no time is agreed within a reasonable time, then the Client will be liable (without prejudice to any other rights of the Company to claim damages or sell the goods) to indemnify and keep the Company indemnified against any resulting loss, damage or expense incurred by the Company in connection with the supply or non-supply of the goods and/or services including the cost of any material, plant or tools used or intended to be used therefor and the cost of labour and other overheads and any loss of profit, and shall pay to the Company such amount in respect of any of the foregoing when demanded. 
      
j. The Company may deliver the goods by instalments and/or perform any services in stages and shall be entitled to payment for all instalments of goods and/or services. Without limiting the other provisions herein, no failure or defect in delivery in respect of any contract or instalment shall enable the Client to repudiate or cancel any other contract or instalment. 
      
k.  Unless otherwise agreed in writing there shall be no refund of any charge made for packing except in the case of non-expendable pallets or containers (specifically designated as such) which are charged for and for which credit shall be given on return in good and re-useable condition. 
     
l. If the Client fails to take delivery of goods (including any goods of the Client in the possession of the Company) when they are ready for delivery the Company may, at its option, either store them itself or have them stored by third parties on such terms as the Company may in its absolute discretion think fit. In any event the cost of storage will be borne by the Client and insofar as the storage is effected by the Company then such cost will be the Company's storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for the goods and/or the services payable by the Client. 
 

5. Property

a. In this clause 5 "the Goods" shall mean the goods to be supplied by the Company under these Contract Terms. 
     
b. The property (both legal and equitable) in the Goods shall not pass to the Client until:- 
    
  (i)  the purchase price of the Goods has been paid in full; and  
   
  (ii)  payment is made in full to the Company of any sum which is at the date of the contract or may thereafter become due or owing from the Client to the Company. 
      
c. Until property in the Goods has passed to the Client or until delivery of the Goods to a third party pursuant to the permission given below, the Client will hold the Goods in a fiduciary capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods. 
     
d. Prior to the property in the Goods passing to the Client the Company permits the Client to deliver the Goods to a third party pursuant to a bona fide and arm's-length agreement to re-sell the Goods but such licence will cease upon the termination of the contract. 
      
e. Where the Company is unable to determine whether any goods are the Goods the Client shall be deemed to have sold all goods of the kind sold by the Company to the Client in the order in which they were invoiced to the Company. 
 
f. (i)  The Company may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Client shall be deemed to have granted irrevocable authority to the Company to enter upon the Client's premises or other premises where the Goods may be by its employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from any thing to which they are attached; 
 
  (ii)  If prior to the expiry of 7 days from the date when the Company has taken possession of the Goods the Client pays all sums then due or owing to the Company together with the costs of re-taking possession of the Goods, the Company will re-deliver the Goods to the Client at the Client's expense. If within the 7 day period the Client fails to pay all sums then due or owing to the Company, the Company may re-sell the Goods and shall pay to the Client the balance of any sums received upon the re-sale of the Goods after deducting all sums due or owing from the Client to the Company and the costs of taking possession of and re-selling the Goods save that if the sums so received by the Company do not exceed all sums due or owing from the Client to the Company and the costs of taking possession of and re-selling the Goods the Client will pay to the Company any shortfall. 
     
g. The Company will have the right to maintain an action against the Client for the price of the Goods notwithstanding that property in the Goods has not passed. 
      
h. Nothing in the contract will constitute the Client the agent of the Company in respect of any re-sale of the Goods by the Client so as to confer upon a third party rights against the Company. 
 

6. Specifications, Descriptions, Drawings and Intellectual Property

a. The Company reserves the right to make any changes in the specification of any goods and/or services which are required to conform with any applicable safety or other statutory requirements. Where goods are manufactured and/or services are performed in accordance with information or drawings supplied by the Client or to its design or specification or where standard goods and/or services of the Company are altered in accordance with the Client's instructions:-   
 
  (i)  no guarantee or warranty is given by the Company as to the practicability, efficiency, safety or otherwise of the goods and/or services (this being without prejudice to any other of the Contract Terms); 
    
  (ii)  the Client will indemnify and keep the Company indemnified against all liability incurred by the Company as a result of:-
 
   1)  such goods and/or services infringing any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute, statutory instrument or regulation; 
 
   2)  any impracticability, inefficiency or lack of safety or other defect in the goods and/or services where such defect is due (whether in whole or in part) to faults or omissions in such information, drawings, design, specification or instructions. 
    
   No variation in the specification or design of any goods and/or services which in the reasonable opinion of the Company does not affect the suitability of the goods and/or services for the purpose for which they are supplied by the Company will constitute a breach of contract or impose upon the Company any liability whatsoever. Unless otherwise expressly agreed in writing the Company shall be under no obligation to supply goods and/or services in accordance with any specification, information, drawings or sample provided by the Client. 
      
b.  All drawings, models and similar items prepared by the Company and the copyright and other intellectual property rights therein shall remain the property of the Company and such materials shall be returned by the Client on demand. All patents, registered designs, know-how or other intellectual property rights, samples, models, designs and drawings relating to goods and/or services their development or creation shall remain the Company's property, shall be treated as confidential and shall not be copied, reproduced or disclosed to any third party without the Company's prior written consent. 
      
c.  No right or licence is granted to the Client under any patent, copyright, registered design or other intellectual property right except the right to use or re-sell goods or use services supplied in the ordinary course of the Client's business and any grant of shop rights to the Client by the Company is hereby specifically excluded. 
      
d.  The Client shall not without the Company's prior consent allow any trade marks of the Company or other words or marks applied to the goods to be obliterated, obscured or omitted nor add any additional marks or words. 
     

7. Guarantee

a.  If during the Warranty Period (defined below) any goods supplied by the Company or services performed by the Company are found upon inspection by the Company, following the notification referred to below, to have proved defective in material or workmanship under normal use and service and (if applicable) when properly installed and connected the Company will free of cost repair or (if the Company so wishes) replace such goods, or reperform such services, provided the Company is informed of the defect as soon as possible after discovery thereof and, should the Company so require, the goods are returned carriage paid. Any cost or expense incurred by any persons removing or refitting goods shall be borne by the Client. The Company will not be liable under this guarantee for any goods in respect of which any identification or serial number thereon has been altered, defaced or removed or if goods (including goods on which services have been performed) have not been properly maintained in accordance with the Company's recommended maintenance procedure or have been subjected to any misuse, unauthorised repair, replacement, modification or alteration. This guarantee shall not apply if the Client is in breach of this or any other contract made with the Company (including without limitation any obligation to make payment to the Company). 
    
b.  Unless otherwise stated in writing the Warranty Period (referred to above) for goods and services shall be one year from the date of delivery to the initial retail user or performance as appropriate PROVIDED that where any part is repaired or replaced by the Company under the provisions of 7(a) the Warranty Period applicable to such repaired or replacement part shall be the unexpired portion of the period during which the repaired or replaced defective part would have had such benefit. 
    
c. Where the Company recommends the use of particular fluids, materials or other accessories with goods (including goods on which services have been performed), the guarantee set out above shall not apply to any goods or services with which other fluids, materials or accessories have been used, but for the avoidance of doubt no such recommendation to use particular fluids, materials or other accessories shall make the Company in any way liable for any defect in such fluids, materials or accessories. 
    
d.  The Client agrees to indemnify and hold the Company harmless against any claims made against the Company in respect of products incorporating goods or services supplied by the Company where such claims relate to parts or aspects of products other than goods or services supplied by the Company. The Client will forthwith notify the Company of any such claim and the Company may at the Client's expense conduct any negotiations or proceedings arising from such claim and the client shall assist therein at its own cost. 
 
e.  The guarantee contained in this clause shall not apply in respect of goods or services supplied by the Company which are samples or prototypes or goods or services for test or evaluation purposes, and in these circumstances the Company's only obligation shall be to endeavour to supply goods and/or services in accordance with any specification, performance criteria or drawings agreed with the Client, so far as is reasonably practicable and without prejudice to the limitations and exclusions of liability contained in these Contract Terms. 
  

8. Limitation and Exclusion of Liabilities

a.  The Company's obligations and liabilities to the Client in respect of the goods and services shall be limited to:- 
 
  (i)  those set out expressly herein;
    
  (ii)  those implied (as to title) by Section 12 of the Sale of Goods Act 1979;
   
  (iii)  any liability for death, personal injury and loss of or damage to property under section 2 of the Consumer Protection Act 1987; 
    
  (iv)  where the contract is not an international supply contract within section 26(3) of the Unfair Contract Terms Act 1977, any liability for death or personal injury from the Company's negligence (as defined in that Act); 
   
  (v)  where the Client deals as a consumer (within section 12 of the Unfair Contract Terms Act 1977), any implied term relating to the conformity of goods with their description or sample or as to their quality or fitness for a particular purpose. 
    
    The Client acknowledges that this is reasonable and reflected in the price and shall accept risk and/or insure accordingly.  
    
b.  Subject to and without limiting (a) above, all warranties, representations and conditions and all liabilities and obligations whatsoever and howsoever arising, whether express, implied, statutory or otherwise are hereby expressly excluded. 
 
c.  Subject to and without limiting (a) and (b) above:-
    
  (i)  the Company shall not be liable to the Client for any loss, injury or damage of any nature whatsoever (and whether caused by the negligence of the Company its employees or agents breach of statutory duty or otherwise) whether direct, indirect or consequential arising out of or in connection with any goods or services whether supplied or not;  
 
  (ii)  the Client shall not rely upon any representation concerning any goods or services supplied unless the same shall have been made by the Company in writing and notwithstanding this any typographical clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document issued by the Company shall be subject to correction without any liability on the part of the Company; 
 
  (iii)  the Client has no right or authority to bind the Company in any way or to assume on the Company's behalf any obligation express or implied; 
 
  (iv)  where goods have been manufactured or services performed to the Client's design or according to its stipulations as to performance the Client agrees to indemnify and hold harmless the Company against any claims arising from the Company's compliance with the Client's design or performance stipulation as the case may be; 
    
  (v)  where the goods and/or services consist of or relate to samples, test or prototype goods or services the Company shall bear no liability in respect of or of any use of those goods and/or services. 
 
e.  No drawings, descriptive matter, weights, dimensions or shipping specifications issued by the Company or the manufacturer of the goods and/or supplier of the services, nor the descriptions and illustrations contained in the Company's or manufacturer's or supplier's catalogues, price lists or other promotional material will form part of the contract nor be regarded as a warranty or representation relating to the goods and/or services unless expressly agreed in writing. 
    

9. Misuse of Goods

a.  The Company will not be liable for any liabilities in relation to any use of the goods other than in strict accordance with the Company's instructions and for the purpose and application for which the goods were supplied by the Company. 
     
b.  The Client undertakes with the Company:-
   
 (i)  that it will acquaint itself with the requirements of all relevant government or statutory and other authorities, bodies or corporations relating to the goods and/or services and to the applications to which the goods and/or services are to be put; 
    
 (ii)  that at all times while the goods are in its possession or under its control it will comply with such requirements;

 (iii)  that it will procure that any purchaser of goods from it will also acquaint itself with, and will comply with, such requirements; 
 
 (iv)  that it will indemnify the Company against any liability resulting from a breach of any such requirements. 
    

10. Force Majeure

Whilst the Company intends to use all reasonable endeavours to perform its obligations under the contract if by reason of any causes of any kind whatsoever beyond the Company's control or which it could not with reasonable diligence have avoided, the completion of the contract or delivery of the goods or services is in the Company's opinion rendered impracticable or delayed the Company may cancel or suspend the contract by notice in writing to that effect so far as the contract relates to goods and/or services not then performed, and such cancellation or suspension shall not give rise to any claim by the Client and the Client shall remain liable to pay for goods delivered and/or services performed prior to the date of such cancellation or suspension. 
  

11. Assignment

a.  The Client shall not assign, mortgage, charge, sub-let or otherwise dispose of any contract or any rights thereunder in whole or in part without the Company's prior written consent. Any of the above purported to be effected without such consent shall be void. 
      
b. The Company shall be entitled to assign, sub-contract, or sub-let this contract or any part thereof. 
      
c.  The Company shall be entitled to perform any of its obligations and/or exercise any of its rights by itself or through or jointly with any company or companies controlled by or under the same control (direct or indirect) as the Company. 
  

12. Events of Default, Termination, Repossession, Suspension
 
If:    
 
a.  The Client fails to pay the price when due or otherwise breaches any contract with the Company; or 
 
b.  The Client is, or for statutory purposes is deemed to be or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the Client otherwise becomes insolvent or suspends payment or threatens to do so or ceases to trade; or 
 
c.  Steps are taken to:-
 
 (i)  propose any composition, scheme of arrangement, compromise or arrangement involving the Client and its creditors generally; or 
 
 (ii)  obtain an administration order or appoint any administrative or other receiver or manager in relation to, or put in force any legal process against, the Client or any of its property; or 
 
 (iii)  enforce any charge or other security over the Client's property; or
 
 (iv)  repossess any goods in the Client's possession under any agreement; or
 
 (v)  wind-up or dissolve the Client; or 
    
d.  Where the Client is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner; or 
    
e.  Outside England and Wales anything corresponding to any of the above occurs; or   
    
f. The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client 
    
Then in the cases of a. to e. set out above the Client shall notify the Company forthwith in writing of such event and in all cases the Company may (at its discretion, whether or not it has received notice from the Client as aforesaid, and without prejudice to its other rights hereunder or otherwise) at any time by notice to the Client do any one or (to the extent not inconsistent with one another) more of the following:- 
 
  (i)  terminate, cancel and/or rescind the contract and any other contracts with the Client; 
 
  (ii)  revoke any express or implied authority to sell, use or consume any goods supplied to the Client by the Company the property in which has not passed to the Client ("relevant goods"), and in the absence of evidence to the contrary it shall be assumed that all goods in the Client's possession bearing the Company's trade marks or trade names were so supplied; 
 
  (iii)  require the Client to deliver to the Company any relevant goods and the Client shall do so failing which the Company may repossess them and enter the premises where they are or are thought to be and sever them therefrom, without liability for any resulting damage, and the Client shall indemnify the Company against all liabilities in relation to such action; 
 
  (iv)  re-sell any relevant goods or any other goods to a third party without giving notice to the Client of the Company's intention to re-sell; 
 
  (v)  declare (whereupon there shall forthwith become) immediately due, payable and interest-bearing under Clause 3(c) above any amounts owed by the Client to the Company under any contract; 
    
  (vi)  suspend any deliveries or provision of services to be made under any contract with the Client; 
 
  (vii)  proceed against the Client for the price of the goods and/or services and/or damages; 
 
  (viii)  require the Client to indemnify the Company against any loss damage or claim resulting from any purported cancellation or failure to take delivery, including the payment of licence fees or other fees incurred by the Company in the course of its business of manufacturing and/or supplying thereof together with the cost of any material, plant or tools used, or intended to be used, for the Client's order(s), the cost of labour and other overheads, and redundancy payments primarily attributed to such purported cancellation. 
 

13. Forbearance

The Company's rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the Client and no waiver by the Company in respect of any breach shall operate as a waiver in respect of any subsequent breach.   
 

14. General

a.  Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered} office or principal place of business. 
 
b.  In relation to all obligations of the Client under the contract, the time of performance is of the essence. 
    
c.  The Company will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Client a general lien on all property of the Client in the possession of the Company for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 7 days notice in writing to the Client to dispose of such property and to apply the proceeds towards the satisfaction of such debts.

Where the Purchaser under the contract (not being a Contract for the International Sale of Goods) deals as a Consumer within Section 12 of the Unfair Contract Terms Act 1977 then nothing contained in any of the following Conditions shall restrict or affect the statutory rights of the Purchaser. 
   

1. Formation and Interpretation of Contracts
 
a.  (i)  All contracts made by TRW Automotive Aftermarket Operations, a division of TRW Limited ("the Company") for the supply of goods and/or services of the type referred to below shall be governed exclusively by the terms and conditions set out below and overleaf ("the Contract Terms"). The Contract Terms shall override and take the place of all previous oral and written representations and any other terms and conditions (except those implied in favour of a supplier which are not inconsistent with the Contract Terms) whether or not the same are endorsed upon, delivered with, or referred to in any purchase order, call off or other document delivered or sent to the Company by the Client referred to below ("the Client"). Any reference below to the Client's order, call off, specification or like document will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such order, call off, specification or like document will supplement or have effect to the exclusion or amendment of the Contract Terms. 
  
 (ii)  The Contract Terms may be varied only by express agreement by the Company by means of a written amendment signed by a Director of the Company or the Company Secretary and referring specifically to the terms and conditions to be amended. 

b.  Where the Company supplies goods and/or services under a blanket order received from the Client: 
 
 (i)  the blanket order and each call off shall be subject to the Contract Terms; 
 
 (ii)  without limiting the generality of any other Contract Terms the Company will not be under any liability to the Client if at the time of any call off by the Client the Company is unable for whatever reason to supply goods and/or services in accordance with the Client's requirements.  

c.  The formation, construction, validity and performance of all contracts shall be governed by English Law and the Client submits to the non-exclusive jurisdiction of the English Courts. 

d.  The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such provision for any other purpose or the validity or enforceability of the remaining provisions. Any provision (being completely or partially invalid or unenforceable) shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance. 
    
e.  The headings used herein are for convenience only and shall not affect construction; and in the Contract Terms the phrase "liabilities in relation to" means "all liabilities, losses, damages, costs (including without limitation legal costs on a full indemnity basis and VAT), expenses, actions, claims, proceedings and demands whatsoever arising directly or indirectly out of or in connection with". 
    
f.  Any quotation by the Company is given on the basis that no contract will come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date (unless a longer period is stated in the quotation) provided that the Company has not previously withdrawn it. 
    
g.  In the absence of specific acknowledgement, all orders submitted by the Client will be deemed to be accepted by the Company unless specifically rejected by it within 21 days after receipt. 

h.  The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted to the Company and for giving the Company any necessary information relating to the goods and/or services within a sufficient time to enable the Company to perform the contract in accordance with its terms. 
   
  (i) No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or contracted for), damages, charges and expenses incurred by the Company as a result of cancellation. 
 

2. Prices

Unless otherwise expressly stated in writing by the Company, orders are accepted on the basis that: 
 
a. The price stated on the invoice is the net price of the goods and/or services (after deduction of any discounts) for delivery in accordance with the contract, and the stated price overrides all previous oral or written representations as to price; 
 
b. The price is exclusive of Value Added Tax and any other impositions whatsoever, which shall be charged by the Company at the rate and in the manner prescribed by law from time to time and shall be paid by the Client in addition to the price; 
     
c. The Company may without prior notice adjust the price stated to take account of any change in any specification made at the request of the Client and agreed by the Company or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions; and 
     
d. Prices are those ruling at the date of receipt of order (or call-off for supplies made to a blanket order).
 

3. Payment

a. The Company shall be entitled to invoice the Client for the price of the goods and/or services on or at any time after delivery of the goods or performance of the services (including any instalments of such goods and/or services) unless the Client fails to take delivery of the goods and/or accept performance of the services, in which event the Company shall be entitled to invoice the Client at any time after the Company has notified the Client that goods are ready for delivery and/or services ready to be supplied. 
 
b. Unless otherwise expressly stated in writing, prices are due and payable to, and at such address or bank accounts as may be designated by the Company, without set-off or counterclaim in Pounds Sterling in England in immediately available funds by the end of the month following the month of the Company's invoice. Payment by cheque or other negotiable instrument is ineffective until it is honoured and the Company's bank account is credited with the amount due. Unless otherwise expressly stated in writing, where goods and/or services are to be supplied to the Client outside the United Kingdom the Client will establish and maintain in favour of the Company an irrevocable and confirmed letter of credit in English with a U.K. clearing bank payable on drafts drawn at sight upon presentation to the bank by the Company of a certified copy of the Company's invoice. Such letter of credit shall be established at least 30 days prior to the anticipated shipment date of the goods and/or supply date of the services and shall cover the full price of the goods and/or the services (including applicable taxes) and such letter of credit shall be divisible. All bank charges and other expenses in relation to the letter of credit shall be for the Client's account. 
 
c. Time of payment is of the essence of every contract. On failing to make full payment when due, the Client shall (without prejudice to any other rights of the Company) become liable to pay to the Company interest on the amount due at 4 per centum per annum above the base rate from time to time of Lloyds Bank Plc calculated from the date due for payment until the date of actual payment before and after (and as a separate continuing obligation not merging with) any judgement. 
 
d. Any carriage, packing and other charges stated separately from the price are payable by the Client at the same time as the price. The terms applying to payment of the price shall also apply to payment of such charges. 
 
e. The Company shall at any time be entitled to appropriate any payment made by the Client in respect of any goods or services in settlement of such invoices or accounts in respect of such goods or services as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Client. 
 

4. Despatch and Delivery

a. Delivery of goods shall be made by the Company delivering the goods to the place agreed, or making the goods available for collection at that place or, if no other place for delivery is agreed, by the Client collecting the goods at the Company's premises at any time during normal working hours after the Company has notified the Client that the goods are ready for collection (subject to the following provisions of this clause). 
 
b. The Company will endeavour to complete the contract or deliver the goods and/or provide the services within the time agreed (if any) and if no time is agreed, within a reasonable time, but it shall not be liable for any loss or damage whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the goods and/or performance of the services. 
   
c. Except insofar as the contract expressly provides otherwise, goods ordered for supply within the United Kingdom will be delivered to the Client's premises without additional charge. All orders for the supply of goods outside the United Kingdom will unless otherwise stated be delivered Free on Board (F.O.B.) UK port which expression shall for the purposes of such orders have the meaning assigned to it by Incoterms 1990. The Company shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. 
   
d.  Where the method of delivery is expressed in writing to be subject to a method of delivery defined by Incoterms, then delivery shall be effected and risk in goods shall pass as specified in Incoterms 1990, such terms stating that if a contract is expressed to be FOB or CIF the risk in goods shall pass to the Client when the goods have passed the ship's rail at the port of shipment. However, the passing of title and all other contractual terms shall be governed by these Contract Terms. Where the method of delivery is not by reference to Incoterms, risk of damage to or loss of the goods shall pass to the Client:- 

  (i)  in the goods to be delivered at the Company's premises, at the time when the Company notifies the Client that the goods are available for collection; or 
   
  (ii)  in the case of goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Client fails to take delivery of the goods, the time when the Company has tendered delivery of the goods. 
   
e.  In the case of goods to be supplied outside the United Kingdom the Client shall if it so wishes be responsible for arranging for testing and inspection of the goods at the Company's premises before shipment. If the goods were so inspected, the Company shall have no liability for any claim made after shipment in respect of any defect in the goods which would be apparent on inspection. 
   
f. In contracting for carriage and/or insurance of the goods in transit, the Company shall be deemed to act solely as agent of the Client and sections 32(2) and (3) of the Sale of Goods Act 1979 shall not apply. 
    
g.  Where any services provided involve the Client's property risk in that property (which term, shall, where applicable, include the term "goods" where used in these Contract Terms) shall remain with the Client. 
     
h.  Where goods are to be delivered at the Company's premises or despatched for delivery to the Client, the Company shall endeavour to notify the Client of the expected date of delivery. If the goods are damaged or short on delivery the Company shall in no event be liable unless the Client notifies the Company in writing within seven days of delivery in the case of inland orders, and twenty-eight days of delivery in the case of orders for the supply of goods and/or services outside the United Kingdom, and gives the Company a reasonable opportunity to inspect the goods. No claim for non-delivery will be considered unless the Company is notified in writing within ten days of the expected date of delivery in the case of orders for the supply of goods and/or services outside the United Kingdom and within seven days of the expected date of delivery in the case of inland orders, in both cases taking into account date of despatch. Any claim for damage shortages or non delivery shall also be notified to any carriers by the Client in the manner and within the appropriate time limit prescribed by the carriers' terms and conditions. In the event of failure by the Client to give the appropriate notice or notices as specified in this clause, any claim by the Client will be deemed to have been waived and will be absolutely barred. The Client may not reject any goods by reason of short delivery. If the Company supplies less than the exact quantity of goods ordered, otherwise than due to the Client's default or a cause beyond the Company's reasonable control (in which circumstances there shall be no variation to the price), the Company's liability shall be limited to: (1) allowing the Client a pro rata allowance to the price of the goods, or (2) the supply by the Company as soon as reasonably practicable of substantially similar goods to replace the goods which the Company has failed to supply; whichever of the foregoing the Company may elect. 
      
i.  If the Client cancels, extends or delays or purports to cancel, extend or delay the contract or part thereof, or fails to take delivery of any goods and/or accept supply of any services at the time agreed (if any) or if no time is agreed within a reasonable time, then the Client will be liable (without prejudice to any other rights of the Company to claim damages or sell the goods) to indemnify and keep the Company indemnified against any resulting loss, damage or expense incurred by the Company in connection with the supply or non-supply of the goods and/or services including the cost of any material, plant or tools used or intended to be used therefor and the cost of labour and other overheads and any loss of profit, and shall pay to the Company such amount in respect of any of the foregoing when demanded. 
      
j. The Company may deliver the goods by instalments and/or perform any services in stages and shall be entitled to payment for all instalments of goods and/or services. Without limiting the other provisions herein, no failure or defect in delivery in respect of any contract or instalment shall enable the Client to repudiate or cancel any other contract or instalment. 
      
k.  Unless otherwise agreed in writing there shall be no refund of any charge made for packing except in the case of non-expendable pallets or containers (specifically designated as such) which are charged for and for which credit shall be given on return in good and re-useable condition. 
     
l. If the Client fails to take delivery of goods (including any goods of the Client in the possession of the Company) when they are ready for delivery the Company may, at its option, either store them itself or have them stored by third parties on such terms as the Company may in its absolute discretion think fit. In any event the cost of storage will be borne by the Client and insofar as the storage is effected by the Company then such cost will be the Company's storage charges current at the time of storage. The cost together with any additional insurance or double handling charges will be added to and form part of the price for the goods and/or the services payable by the Client. 
 

5. Property

a. In this clause 5 "the Goods" shall mean the goods to be supplied by the Company under these Contract Terms. 
     
b. The property (both legal and equitable) in the Goods shall not pass to the Client until:- 
    
  (i)  the purchase price of the Goods has been paid in full; and  
   
  (ii)  payment is made in full to the Company of any sum which is at the date of the contract or may thereafter become due or owing from the Client to the Company. 
      
c. Until property in the Goods has passed to the Client or until delivery of the Goods to a third party pursuant to the permission given below, the Client will hold the Goods in a fiduciary capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods. 
     
d. Prior to the property in the Goods passing to the Client the Company permits the Client to deliver the Goods to a third party pursuant to a bona fide and arm's-length agreement to re-sell the Goods but such licence will cease upon the termination of the contract. 
      
e. Where the Company is unable to determine whether any goods are the Goods the Client shall be deemed to have sold all goods of the kind sold by the Company to the Client in the order in which they were invoiced to the Company. 
 
f. (i)  The Company may at any time after payment for the Goods has become due take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Client shall be deemed to have granted irrevocable authority to the Company to enter upon the Client's premises or other premises where the Goods may be by its employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from any thing to which they are attached; 
 
  (ii)  If prior to the expiry of 7 days from the date when the Company has taken possession of the Goods the Client pays all sums then due or owing to the Company together with the costs of re-taking possession of the Goods, the Company will re-deliver the Goods to the Client at the Client's expense. If within the 7 day period the Client fails to pay all sums then due or owing to the Company, the Company may re-sell the Goods and shall pay to the Client the balance of any sums received upon the re-sale of the Goods after deducting all sums due or owing from the Client to the Company and the costs of taking possession of and re-selling the Goods save that if the sums so received by the Company do not exceed all sums due or owing from the Client to the Company and the costs of taking possession of and re-selling the Goods the Client will pay to the Company any shortfall. 
     
g. The Company will have the right to maintain an action against the Client for the price of the Goods notwithstanding that property in the Goods has not passed. 
      
h. Nothing in the contract will constitute the Client the agent of the Company in respect of any re-sale of the Goods by the Client so as to confer upon a third party rights against the Company. 
 

6. Specifications, Descriptions, Drawings and Intellectual Property

a. The Company reserves the right to make any changes in the specification of any goods and/or services which are required to conform with any applicable safety or other statutory requirements. Where goods are manufactured and/or services are performed in accordance with information or drawings supplied by the Client or to its design or specification or where standard goods and/or services of the Company are altered in accordance with the Client's instructions:-   
 
  (i)  no guarantee or warranty is given by the Company as to the practicability, efficiency, safety or otherwise of the goods and/or services (this being without prejudice to any other of the Contract Terms); 
    
  (ii)  the Client will indemnify and keep the Company indemnified against all liability incurred by the Company as a result of:-
 
   1)  such goods and/or services infringing any intellectual property right including without prejudice to the generality of the foregoing patents registered designs and copyright or the provision of any statute, statutory instrument or regulation; 
 
   2)  any impracticability, inefficiency or lack of safety or other defect in the goods and/or services where such defect is due (whether in whole or in part) to faults or omissions in such information, drawings, design, specification or instructions. 
    
   No variation in the specification or design of any goods and/or services which in the reasonable opinion of the Company does not affect the suitability of the goods and/or services for the purpose for which they are supplied by the Company will constitute a breach of contract or impose upon the Company any liability whatsoever. Unless otherwise expressly agreed in writing the Company shall be under no obligation to supply goods and/or services in accordance with any specification, information, drawings or sample provided by the Client. 
      
b.  All drawings, models and similar items prepared by the Company and the copyright and other intellectual property rights therein shall remain the property of the Company and such materials shall be returned by the Client on demand. All patents, registered designs, know-how or other intellectual property rights, samples, models, designs and drawings relating to goods and/or services their development or creation shall remain the Company's property, shall be treated as confidential and shall not be copied, reproduced or disclosed to any third party without the Company's prior written consent. 
      
c.  No right or licence is granted to the Client under any patent, copyright, registered design or other intellectual property right except the right to use or re-sell goods or use services supplied in the ordinary course of the Client's business and any grant of shop rights to the Client by the Company is hereby specifically excluded. 
      
d.  The Client shall not without the Company's prior consent allow any trade marks of the Company or other words or marks applied to the goods to be obliterated, obscured or omitted nor add any additional marks or words. 
     

7. Guarantee

a.  If during the Warranty Period (defined below) any goods supplied by the Company or services performed by the Company are found upon inspection by the Company, following the notification referred to below, to have proved defective in material or workmanship under normal use and service and (if applicable) when properly installed and connected the Company will free of cost repair or (if the Company so wishes) replace such goods, or reperform such services, provided the Company is informed of the defect as soon as possible after discovery thereof and, should the Company so require, the goods are returned carriage paid. Any cost or expense incurred by any persons removing or refitting goods shall be borne by the Client. The Company will not be liable under this guarantee for any goods in respect of which any identification or serial number thereon has been altered, defaced or removed or if goods (including goods on which services have been performed) have not been properly maintained in accordance with the Company's recommended maintenance procedure or have been subjected to any misuse, unauthorised repair, replacement, modification or alteration. This guarantee shall not apply if the Client is in breach of this or any other contract made with the Company (including without limitation any obligation to make payment to the Company). 
    
b.  Unless otherwise stated in writing the Warranty Period (referred to above) for goods and services shall be one year from the date of delivery to the initial retail user or performance as appropriate PROVIDED that where any part is repaired or replaced by the Company under the provisions of 7(a) the Warranty Period applicable to such repaired or replacement part shall be the unexpired portion of the period during which the repaired or replaced defective part would have had such benefit. 
    
c. Where the Company recommends the use of particular fluids, materials or other accessories with goods (including goods on which services have been performed), the guarantee set out above shall not apply to any goods or services with which other fluids, materials or accessories have been used, but for the avoidance of doubt no such recommendation to use particular fluids, materials or other accessories shall make the Company in any way liable for any defect in such fluids, materials or accessories. 
    
d.  The Client agrees to indemnify and hold the Company harmless against any claims made against the Company in respect of products incorporating goods or services supplied by the Company where such claims relate to parts or aspects of products other than goods or services supplied by the Company. The Client will forthwith notify the Company of any such claim and the Company may at the Client's expense conduct any negotiations or proceedings arising from such claim and the client shall assist therein at its own cost. 
 
e.  The guarantee contained in this clause shall not apply in respect of goods or services supplied by the Company which are samples or prototypes or goods or services for test or evaluation purposes, and in these circumstances the Company's only obligation shall be to endeavour to supply goods and/or services in accordance with any specification, performance criteria or drawings agreed with the Client, so far as is reasonably practicable and without prejudice to the limitations and exclusions of liability contained in these Contract Terms. 
  

8. Limitation and Exclusion of Liabilities

a.  The Company's obligations and liabilities to the Client in respect of the goods and services shall be limited to:- 
 
  (i)  those set out expressly herein;
    
  (ii)  those implied (as to title) by Section 12 of the Sale of Goods Act 1979;
   
  (iii)  any liability for death, personal injury and loss of or damage to property under section 2 of the Consumer Protection Act 1987; 
    
  (iv)  where the contract is not an international supply contract within section 26(3) of the Unfair Contract Terms Act 1977, any liability for death or personal injury from the Company's negligence (as defined in that Act); 
   
  (v)  where the Client deals as a consumer (within section 12 of the Unfair Contract Terms Act 1977), any implied term relating to the conformity of goods with their description or sample or as to their quality or fitness for a particular purpose. 
    
    The Client acknowledges that this is reasonable and reflected in the price and shall accept risk and/or insure accordingly.  
    
b.  Subject to and without limiting (a) above, all warranties, representations and conditions and all liabilities and obligations whatsoever and howsoever arising, whether express, implied, statutory or otherwise are hereby expressly excluded. 
 
c.  Subject to and without limiting (a) and (b) above:-
    
  (i)  the Company shall not be liable to the Client for any loss, injury or damage of any nature whatsoever (and whether caused by the negligence of the Company its employees or agents breach of statutory duty or otherwise) whether direct, indirect or consequential arising out of or in connection with any goods or services whether supplied or not;  
 
  (ii)  the Client shall not rely upon any representation concerning any goods or services supplied unless the same shall have been made by the Company in writing and notwithstanding this any typographical clerical or other error or omission in any quotation, price list, acceptance of offer, invoice or other document issued by the Company shall be subject to correction without any liability on the part of the Company; 
 
  (iii)  the Client has no right or authority to bind the Company in any way or to assume on the Company's behalf any obligation express or implied; 
 
  (iv)  where goods have been manufactured or services performed to the Client's design or according to its stipulations as to performance the Client agrees to indemnify and hold harmless the Company against any claims arising from the Company's compliance with the Client's design or performance stipulation as the case may be; 
    
  (v)  where the goods and/or services consist of or relate to samples, test or prototype goods or services the Company shall bear no liability in respect of or of any use of those goods and/or services. 
 
e.  No drawings, descriptive matter, weights, dimensions or shipping specifications issued by the Company or the manufacturer of the goods and/or supplier of the services, nor the descriptions and illustrations contained in the Company's or manufacturer's or supplier's catalogues, price lists or other promotional material will form part of the contract nor be regarded as a warranty or representation relating to the goods and/or services unless expressly agreed in writing. 
    

9. Misuse of Goods

a.  The Company will not be liable for any liabilities in relation to any use of the goods other than in strict accordance with the Company's instructions and for the purpose and application for which the goods were supplied by the Company. 
     
b.  The Client undertakes with the Company:-
   
 (i)  that it will acquaint itself with the requirements of all relevant government or statutory and other authorities, bodies or corporations relating to the goods and/or services and to the applications to which the goods and/or services are to be put; 
    
 (ii)  that at all times while the goods are in its possession or under its control it will comply with such requirements;

 (iii)  that it will procure that any purchaser of goods from it will also acquaint itself with, and will comply with, such requirements; 
 
 (iv)  that it will indemnify the Company against any liability resulting from a breach of any such requirements. 
    

10. Force Majeure

Whilst the Company intends to use all reasonable endeavours to perform its obligations under the contract if by reason of any causes of any kind whatsoever beyond the Company's control or which it could not with reasonable diligence have avoided, the completion of the contract or delivery of the goods or services is in the Company's opinion rendered impracticable or delayed the Company may cancel or suspend the contract by notice in writing to that effect so far as the contract relates to goods and/or services not then performed, and such cancellation or suspension shall not give rise to any claim by the Client and the Client shall remain liable to pay for goods delivered and/or services performed prior to the date of such cancellation or suspension. 
  

11. Assignment

a.  The Client shall not assign, mortgage, charge, sub-let or otherwise dispose of any contract or any rights thereunder in whole or in part without the Company's prior written consent. Any of the above purported to be effected without such consent shall be void. 
      
b. The Company shall be entitled to assign, sub-contract, or sub-let this contract or any part thereof. 
      
c.  The Company shall be entitled to perform any of its obligations and/or exercise any of its rights by itself or through or jointly with any company or companies controlled by or under the same control (direct or indirect) as the Company. 
  

12. Events of Default, Termination, Repossession, Suspension
 
If:    
 
a.  The Client fails to pay the price when due or otherwise breaches any contract with the Company; or 
 
b.  The Client is, or for statutory purposes is deemed to be or appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities) or the Client otherwise becomes insolvent or suspends payment or threatens to do so or ceases to trade; or 
 
c.  Steps are taken to:-
 
 (i)  propose any composition, scheme of arrangement, compromise or arrangement involving the Client and its creditors generally; or 
 
 (ii)  obtain an administration order or appoint any administrative or other receiver or manager in relation to, or put in force any legal process against, the Client or any of its property; or 
 
 (iii)  enforce any charge or other security over the Client's property; or
 
 (iv)  repossess any goods in the Client's possession under any agreement; or
 
 (v)  wind-up or dissolve the Client; or 
    
d.  Where the Client is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner; or 
    
e.  Outside England and Wales anything corresponding to any of the above occurs; or   
    
f. The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client 
    
Then in the cases of a. to e. set out above the Client shall notify the Company forthwith in writing of such event and in all cases the Company may (at its discretion, whether or not it has received notice from the Client as aforesaid, and without prejudice to its other rights hereunder or otherwise) at any time by notice to the Client do any one or (to the extent not inconsistent with one another) more of the following:- 
 
  (i)  terminate, cancel and/or rescind the contract and any other contracts with the Client; 
 
  (ii)  revoke any express or implied authority to sell, use or consume any goods supplied to the Client by the Company the property in which has not passed to the Client ("relevant goods"), and in the absence of evidence to the contrary it shall be assumed that all goods in the Client's possession bearing the Company's trade marks or trade names were so supplied; 
 
  (iii)  require the Client to deliver to the Company any relevant goods and the Client shall do so failing which the Company may repossess them and enter the premises where they are or are thought to be and sever them therefrom, without liability for any resulting damage, and the Client shall indemnify the Company against all liabilities in relation to such action; 
 
  (iv)  re-sell any relevant goods or any other goods to a third party without giving notice to the Client of the Company's intention to re-sell; 
 
  (v)  declare (whereupon there shall forthwith become) immediately due, payable and interest-bearing under Clause 3(c) above any amounts owed by the Client to the Company under any contract; 
    
  (vi)  suspend any deliveries or provision of services to be made under any contract with the Client; 
 
  (vii)  proceed against the Client for the price of the goods and/or services and/or damages; 
 
  (viii)  require the Client to indemnify the Company against any loss damage or claim resulting from any purported cancellation or failure to take delivery, including the payment of licence fees or other fees incurred by the Company in the course of its business of manufacturing and/or supplying thereof together with the cost of any material, plant or tools used, or intended to be used, for the Client's order(s), the cost of labour and other overheads, and redundancy payments primarily attributed to such purported cancellation. 
 

13. Forbearance

The Company's rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the Client and no waiver by the Company in respect of any breach shall operate as a waiver in respect of any subsequent breach.   
 

14. General

a.  Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered} office or principal place of business. 
 
b.  In relation to all obligations of the Client under the contract, the time of performance is of the essence. 
    
c.  The Company will (without prejudice to any other remedy available to it) have in respect of all unpaid debts due from the Client a general lien on all property of the Client in the possession of the Company for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 7 days notice in writing to the Client to dispose of such property and to apply the proceeds towards the satisfaction of such debts.