2.2.1

“writing”, and any cognate expression, includes a reference to any communication effected by persistent electronic or facsimile transmission or similar means;

2.2.2

a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time

2.2.3

“these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the time the Acceptance Notice is communicated to the Buyer

2.2.4

a Schedule is a schedule to these Terms and Conditions; and

2.2.5

a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6

2.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

3.3.1

an Acceptance Notice;

3.3.2

delivery of the Goods; or

3.3.3

the Seller’s invoice.

8.1.1

if the Seller delivers the Goods within 15 Business Days thereafter the Seller shall have no liability in respect of such late delivery; or

8.1.2

if the Buyer gives written notice to the Seller within 15 Business Days after the Delivery Date and the Seller fails to deliver the Goods within 20 Business Days after receiving such notice the Buyer may cancel the order and the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to those not delivered over the price of the Goods not delivered.

10.7.1

the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;

10.7.2

the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

10.7.3

the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

10.7.4

the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

12.1.1

replace the defective Goods within 30 Business Days of receiving the Buyer’s notice; or

12.1.2

refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective; but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.

13.1.1

cancel the order or suspend any further deliveries to the Buyer;

13.1.2

appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

13.1.3

charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per month above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

13.2.1

the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

13.2.2

the Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

13.2.3

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

13.2.4

the Buyer ceases, or threatens to cease, to carry on business; or

13.2.5

the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

14.1.1

any breach of these Terms and Conditions or the Contract;

14.1.2

any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

14.1.3

any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

14.3.1

for death or personal injury caused by the Seller’s negligence;

14.3.2

for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

14.3.3

for fraud or fraudulent misrepresentation.

14.4.1

the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

14.4.2

the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

16.2.1

when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

16.2.2

when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

16.2.3

on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

16.2.4

on the tenth business day following mailing, if mailed by airmail, postage prepaid.

2.3.1

出具书面验收通知；

2.3.2

交付任何产品或开具发票；

2.3.3

合同于该时点及该日成立；