Perfect AV Commercial Terms
Contents
1. 10 1 3 the use of the System by the Customer in the normal course of its business for a period of sex weeks WARRANTIES The System supplied to the Customer by PAV under the Contract shall 11 1 1 conform to the Specification 11 1 2 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 as amended and fit for any purpose held out by PAV 11 2 11 3 11 4 11 5 11 1 3 comply with all applicable statutory and regulatory requirements PAV warrants that as far as it is able PAV will pass on to the Customer the benefits of any Manufacturers Warranties PAV shall not in any circumstances be liable for a breach of any warranty under the Contract unless 11 3 1 11 3 2 the Customer gives written notice of the defect to PAV within seven days of the time when the Customer discovers or ought to have discovered the defect and after receiving the notice PAV is given a reasonable opportunity of examining the System PAV shall not in any circumstances be liable for a breach of any warranty under the Contract if 11 4 1 11 4 2 11 4 3 11 4 4 11 4 5 the Customer makes any use of the System in respect of which it has given written notice under condition 11 3 1 or the defect arises because the Customer failed to follow PAV s oral or written instructions as to the use or maintenance of the System or if there are none good trade practice or the Customer alters or repairs t2. 17 2 18 19 19 1 20 20 1 20 2 17 1 13 any Force Majeure Event prevents the other party from performing its obligations under the Contract for any continuous period of three months Termination of the Contract shall not prejudice any of the parties rights and remedies which have accrued as at termination OBLIGATIONS ON TERMINATION On termination of the Contract each party shall promptly 18 1 1 return to the other party all equipment materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply and purchase of the System under the Contract 18 1 2 return to the other party all documents and materials and any copies containing the other party s Confidential Information 18 1 3 erase all the other party s Confidential Information from its computer systems to the extent possible and 18 1 4 on request certify in writing to the other party that it has complied with the requirements of this condition SURVIVAL OF OBLIGATIONS On termination of the Contract the following conditions shall survive and continue in full force and effect 19 1 1 condition 14 Limitation of liability 19 1 2 condition 16 Confidentiality 19 1 3 condition 18 Obligations on termination and 19 1 4 condition 27 Governing law and jurisdiction FORCE MAJEURE Neither party or any person acting on its behalf shall have any liabili
3. or in part by an action or omission of the Customer or its employees agents or third party contractors 6 3 4 PAV and the Customer or its employees agents or third party contractors agree to vary the Contract Timetable 6 3 5 PAV considers it reasonably necessary to vary the Contract Timetable or 6 3 6 the Customer fails to make any payment when due and PAV delays the Contract Timetable in accordance with condition 13 4 If PAV is entitled to an extension of time under condition 6 3 it shall issue a Change Notice confirming the revised Contract Timetable If the Customer has not objected in writing to the Change Notice within 5 days of PAV issuing the Change Notice the Customer shall be deemed to have accepted the revised Contract Timetable If the Customer objects to the Change Notice PAV and the Customer shall use best endeavours to agree in writing signed by both parties what extension of time is reasonable in the circumstances The Contract Timetable shall be deemed amended accordingly On completion of each Contract Milestone the Customer will sign a Milestone Certificate confirming that such Contract Milestone has been completed CHANGE CONTROL If either party wishes to change the scope of the System it shall submit details of the requested change to the other in writing If either party requests a change to the scope of the System PAV shall within a reasonable time provide a written estimate to the Custome
4. AW AND JURISDICTION The 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 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation including non contractual disputes or claims 28 28 1 DEFINITIONS amp INTERPRETATION The definitions and rules of interpretation in this condition apply in these conditions Business Day a day other than a Saturday Sunday or public holiday when banks in London are open for business Change Notice a notice issued by PAV pursuant to condition 6 4 7 3 or 13 1 Confidential Information has the meaning given in condition 16 1 Contract the Customer s order and PAV s acceptance of it in accordance with condition 3 3 Contract Timetable the timetable for any or all of the supply and installation of the System as agreed between PAV and the Customer or as set out in any schedule of works agreed between PAV and the Customer or its employees agents or third party contractors as varied by the parties in accordance with condition 6 Contract Milestones the milestones set out in the Quotation and or the Contract Timetable for each element of the supply and installati
5. TERMS OF BUSINESS SUPPLY OF EQUIPMENT 1 1 2 1 2 2 3 1 3 2 3 3 3 4 4 1 4 2 INTERPRETATION The definitions and rules of interpretation in condition 28 apply in these conditions APPLICATION OF CONDITIONS These conditions shall 2 1 1 apply to and be incorporated in the Contract and 2 1 2 prevail over any inconsistent terms or conditions contained in or referred to in the Customer s purchase order confirmation of order or specification or implied by law trade custom practice or course of dealing No addition to variation of exclusion or attempted exclusion of any term of the Contract shall be binding on PAV unless in writing and signed by a duly authorised representative of PAV BASIS OF SALE Any quotation is valid for a period of 30 days only and PAV may withdraw it at any time by notice to the Customer Each order or acceptance of a quotation for a System by the Customer shall be deemed to be an offer by the Customer subject to these conditions The Customer shall ensure that its order is complete and accurate A binding contract shall not come into existence between PAV and the Customer unless and until PAV issues a written order acknowledgement to the Customer or PAV delivers the System to the Customer whichever occurs earlier No order which has been acknowledged by PAV may be cancelled by the Customer except with the agreement in writing of PAV and provided that the Customer indemn
6. all or substantially all matters which are decided by a vote of the members of the limited liability partnership and b the reference in section 1159 1 b to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights Unless the context otherwise requires words in the singular shall include the plural and vice versa Unless the context otherwise requires a reference to one gender shall include a reference to the other genders A reference to a statute statutory provision or any subordinate legislation made under a statute is to such statute provision or subordinate legislation as amended or re enacted whether before or after the date of this agreement and in the case of a statute includes any subordinate legislation made under that statute from time to time A reference to writing or written includes faxes and e mail Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done Documents in agreed form are documents in the form agreed by the parties and initialled by them for identification 28 13 A reference to a document is a reference to that document as varied or novated in each case other than in breach of the provisions of this agreement at any time 28 14 References to conditions are to the conditions of these conditions 28 15 Any phrase introduc
7. ce The Customer shall indemnify PAV against all Costs suffered or incurred by PAV in connection with any claim made against PAV for actual or alleged infringement of a third party s intellectual property rights arising out of or in connection with PAV s use of any specifications drawings or other intellectual property provided to PAV by the Customer This condition 5 5 shall survive termination of the Contract Except where expressly guaranteed by PAV in writing performance figures supplied by PAV are by way of information only and whilst they may be based on experience obtained during tests any such figures do not constitute a representation or contractual term that similar or equivalent results will be obtained in respect of any goods system or equipment supplied under the Contract CONTRACT TIMETABLE Both parties shall perform their obligations under the Contract in accordance with the Contract Timetable PAV shall complete the supply and installation of the System in each stage of the Contract Timetable by the date specified in the Contract Timetable subject to condition 6 3 6 3 6 4 6 5 6 6 7 1 7 2 PAV shall be given an extension of the timetable of any one or more of the Contract Milestones if one of more of the following events occurs 6 3 1 a variation to the Specification is made at the Customer s request 6 3 2 a force majeure event occurs as described in condition 20 6 3 3 a delay is caused in whole
8. ded as a result of any amendment to the Contract Timetable pursuant to condition 8 6 1 HANDOVER On completion of the installation of the System PAV and the Customer shall carry out the Handover of the System PAV shall give the Customer at least 24 hours notice of the proposed time for the Handover On the completion of the Handover the Customer will sign a Milestone Certificate confirming that Handover of the System has been completed If within six weeks of completion of the Handover the System fails in some material respect to operate in accordance with the Specification the Customer shall within 5 days of becoming aware of such failure provide written notice to PAV to this effect giving details of such failure s PAV shall remedy the defects and or deficiencies within a reasonable time The Customer will sign a Milestone Certificate confirming that the System is Fully Commissioned on the later of 9 4 1 at the end of the six week period following completion of the Handover or 9 4 2 where the Customer has given any written notice under condition 9 3 at the end of a six week period following rectification of the defects by PAV ACCEPTANCE Acceptance of the System shall be deemed to have occurred on whichever is the earliest of 10 1 1 the signing by the Customer of a Milestone Certificate confirming that the System is Fully Commissioned 10 1 2 the expiry of the later of the periods referred to in condition 9 4
9. ed by the terms including include in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
10. efaulting party shall pay interest on the overdue amount at the rate of 4 per annum above the Bank of England s base rate from time to time Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment The defaulting party shall pay the interest together with the overdue amount This condition shall not apply to payments that the defaulting party disputes in good faith LIMITATION OF LIABILITY This condition sets out the entire financial liability of the parties including any liability for the acts or omissions of their respective employees agents and subcontractors to each other in respect of 14 1 1 any breach of the Contract however arising 14 1 2 any use made of the System by the Customer and 14 2 14 3 14 4 14 5 14 1 3 any representation statement or tortious act or omission including negligence arising under or in connection with the Contract Nothing in the Contract shall limit or exclude the liability of either party for 14 2 1 death or personal injury resulting from negligence or 14 2 2 fraud or fraudulent misrepresentation or 14 2 3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or 14 2 4 breach of section 2 of the Consumer Protection Act 1987 Without prejudice to condition 14 2 neither party shall under any circumstances whatever be liable to the other whether in contract tort including
11. he System without the written consent of PAV the defect arises as a result of fair wear and tear wilful damage negligence or abnormal storage or working conditions or the System differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements Subject to condition 11 4 if the System does not comply with any warranty under the Contract then PAV at its option shall be entitled to 11 5 1 11 5 2 11 5 3 request the Customer to enforce its rights under the Manufacturer s Warranties or repair or replace the System or repay the price of the System in full Once PAV complied with condition 11 5 1 11 5 2 or 11 5 3 it shall have no further liability to the Customer in respect of the rejected System s failure to comply with any warranty under the Contract 11 6 11 7 11 8 12 12 1 12 2 12 3 12 4 The terms of the Contract shall apply to any repaired or replacement System supplied by PAV PAV shall not in any circumstances be liable for any damage or defect to the System caused by improper use of the System or use outside its normal application The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law excluded from the Contract TITLE AND RISK Risk in the System shall pass to the Customer on Delivery If Delivery is deemed to occur anywhere other than at the Si
12. ifies PAV in full against all loss including without limitation loss of profit costs including without limitation the cost of all labour and materials used damages charges and expenses incurred by PAV as aresult of cancellation SUPPLY OF THE SYSTEM PAV shall supply and the Customer shall purchase the System in accordance with these conditions PAV shall supply and install the System in accordance with the Specification 4 3 5 1 5 2 5 3 5 4 5 5 5 6 6 1 6 2 PAV agrees 4 3 1 to deliver the System at the Site 4 3 2 to install the System at the Site 4 3 3 to carry out in conjunction with the Customer the Handover 4 3 4 to provide the System Fully Commissioned in accordance with the Contract Timetable SPECIFICATION The quantity and description of the System shall be as set out in the Quotation All samples drawings descriptive matter specifications and advertising issued by PAV and any descriptions or illustrations contained in PAV s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract Except where expressly guaranteed by PAV in writing weights and dimensions quoted by PAV are approximations only PAV reserves the right but does not assume the obligation to make any changes to the Specification which are required to conform with any applicable legislation or which do not materially affect their quality or performan
13. iting and shall be delivered by hand or sent by pre paid first class post or recorded delivery post to the address of the party as set out in these conditions or such other address as may be notified by one party to the other A notice delivered by hand is deemed to have been received when delivered or if delivery is not in business hours 9 00 am on the first business day following delivery A correctly addressed notice sent by pre paid first class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post ENTIRE AGREEMENT Each party acknowledges that in entering into the Contract and the documents referred to in it it does not rely on any statement representation assurance or warranty Representation of any person whether a party to this agreement or not other than as expressly set out in the Contract or those documents Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract Nothing in this condition shall limit or exclude any liability for fraud RIGHTS OF THIRD PARTIES No term of the Contract shall be enforceable under the Contracts Rights of Third Parties Act 1999 by a person who is not a party to the Contract but this does not affect any right or remedy of a third party which exists or is available apart from under that Act GOVERNING L
14. ligations under the Contract without the prior written consent of the Customer CONFIDENTIALITY Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its Group including but not limited to information relating to a party s operations processes plans product information know how designs trade secrets software market opportunities and customers Confidential Information except as permitted by condition 16 2 Each party may disclose the other party s Confidential Information 16 2 1 to its employees officers agents consultants or sub contractors Representatives who need to know such information for the purposes of carrying out the party s obligations under the Contract provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this condition 16 as though they were a party to the Contract The disclosing party shall be responsible for its Representatives compliance with the confidentiality obligations set out in this condition and 16 2 2 as may be required by law court order or any governmental or regulatory authority Each party reserves all rights in its Confidential Information No rights or obligations in respect of a party s Confidential Information other than those e
15. ly to the Customer within a reasonable time before the Delivery Date such information and assistance as may be necessary to enable the Customer to prepare the Site for the installation of the System The Customer shall at its own expense prepare the Site in accordance with the information provided by PAV in advance of the Delivery Date PAV shall in no circumstances be liable for remedying any deficiency in the Site preparation that is discovered after that date PAV shall complete installation of the System in accordance with the Contract Timetable If any delivery or installation of the System is delayed at the request of the Customer or its employees agents or third party contractors or because of any of their acts or omissions 8 6 1 the Contract Timetable shall be amended to take account of such delay in accordance with condition 6 5 If PAV can demonstrate that the delay has resulted in an increase in cost to PAV of carrying out its obligations under the Contract PAV may at its sole discretion notify the Customer that it wishes to increase the Price by an amount not exceeding any such demonstrable cost PAV may invoice the Customer for any additional monies that become payable in this way within 30 days of demonstrating the increase in costs 9 1 9 2 9 3 9 4 10 10 1 11 11 1 8 6 2 provided always that the Payment Dates which occur or are due to occur after the Delivery Date shall not be varied or exten
16. negligence or restitution or for breach of statutory duty or misrepresentation or otherwise for any 14 3 1 loss of profit or 14 3 2 loss of goodwill or 14 3 3 loss of business or 14 3 4 loss of business opportunity or 14 3 5 loss of anticipated saving or 14 3 6 loss or corruption of data or information or 14 3 7 special indirect or consequential damage suffered by the other party that arises under or in connection with the Contract Without prejudice to condition 14 2 or condition 14 3 PAV s total liability arising under or in connection with the Contract whether arising in contract tort including negligence or restitution or for breach of statutory duty or misrepresentation or otherwise shall in all circumstances be limited to the Price Without prejudice to condition 14 2 or condition 14 3 the Customer s total liability arising under or in connection with the Contract whether arising in contract tort including negligence or restitution or for breach of statutory duty or misrepresentation or otherwise shall in all circumstances be limited as follows 14 5 1 for non payment of invoices for the System to the amount unpaid and any interest due on such amount pursuant to condition 13 6 or 14 5 2 for any other type of liability to the Price 15 16 16 1 16 2 16 3 17 17 1 ASSIGNMENT AND SUB CONTRACTING PAV may assign or transfer or sub contract any of its rights benefits or ob
17. on of the System and for payment of the instalments of the Price Costs all liabilities costs expenses damages and losses including any direct or indirect consequential losses loss of profit loss of reputation and all interest penalties and legal and other professional costs and expenses Customer the person firm or company who purchases System from PAV Delivery completion of delivery of the System Delivery Date the date specified for delivery of the System as set out in the Contract Timetable Delivery Location the Site or where the Customer has refused to accept delivery of the System at the Site by the Delivery Date the location of the System on the Delivery Date Force Majeure Event has the meaning given in condition 20 Fully Commissioned installed and having operated or deemed to have operated in accordance with the Specification for a period of six weeks Group in relation to a company that company its subsidiaries its holding companies and their subsidiaries Handover PAV demonstrating the fully operational System to the Customer providing basic instructions as to how to use the System and providing user manual s for the System holding company has the meaning given in condition 28 6 Intellectual Property Rights all patents rights to inventions utility models copyright and related rights trade marks service marks trade business and domain names rights in trade dress or get up righ
18. r of 7 2 1 the likely time required to implement the change 7 2 2 any necessary variations to the Price arising from the change 7 2 3 the likely effect of the change on the Contract Timetable and 7 2 4 any other impact of the change on this agreement 7 3 7 4 8 1 8 2 8 3 8 4 8 5 8 6 If the Customer wishes PAV to proceed with the change PAV has no obligation to do so unless and until the parties have agreed the necessary variations to the Price the Specification and the Contract Timetable If PAV agrees to the change it shall issue a Change Notice confirming the revised Price Specification and Contract Timetable If the Customer has not objected in writing to the Change Notice within 5 days of PAV issuing the Change Notice the Customer shall be deemed to have accepted the revised Price Specification and Contract Timetable PAV will not accept any change to the scope or specification of the System which results in the Price being more than 50 less than the Price set out in the Quotation DELIVERY AND INSTALLATION PAV shall use reasonable endeavours to deliver the System in accordance with the Contract Timetable but the time of delivery shall not be of the essence PAV shall not be liable for any for any Costs suffered by the Customer as a result of delayed Delivery Delivery of the System shall be completed when PAV places the System at the Customer s disposal at the Delivery Location PAV shall supp
19. scheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors or a petition is filed a notice is given a resolution is passed or an order is made for or on connection with the winding up of that other party or a creditor or encumbrancer of the other party attaches or takes possession of or a distress execution sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets and such attachment or process is not discharged within 14 days or an application is made to court or an order is made for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party or a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver or 17 1 10 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party or 17 1 11 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 17 1 4 to condition 17 1 10 inclusive or 17 1 12 the other party ceases or threatens to cease to carry on all or substantially the whole of its business or
20. sions shall remain in force If any invalid unenforceable or illegal provision would be valid enforceable or legal if some part of it were deleted the provision shall apply with the minimum modification necessary to make it legal valid and enforceable FURTHER ASSURANCE Each party shall at its own expense promptly execute and deliver all such documents and do all such things or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to the Contract and the transactions contemplated by it VARIATION AND WAIVER Any variation of the Contract other than pursuant to a Change Notice must be in writing and signed by or on behalf of the parties Any waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given No failure to exercise or delay in exercising any right or remedy provided under the Contract or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy 23 4 24 25 25 1 25 2 25 3 26 27 27 1 27 2 No single or partial exercise of any right or remedy under the Contract shall prevent or restrict the further exercise of that or any other right or remedy NOTICES Any notice required to be given pursuant to the Contract shall be in wr
21. tation Specification the specification for the System as set out in the Quotation subsidiary has the meaning given in condition 28 6 System the equipment to be supplied and installed by PAV to the Customer under the terms of the Contract as detailed in the Quotation and the Specification VAT value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax 28 2 28 3 28 4 28 5 28 6 28 7 28 8 28 9 28 10 28 11 28 12 year a calendar year Condition headings shall not affect the interpretation of these terms A person includes a natural person corporate or unincorporated body whether or not having separate legal personality and that person s legal and personal representatives successors and permitted assigns References to PAV include any other company in PAV s group A reference to a company shall include any company corporation or other body corporate wherever and however incorporated or established A reference to a holding company or a subsidiary means a holding company or a subsidiary as the case may be as defined in section 1159 of the Companies Act 2006 In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership section 1159 of the Companies Act 2006 shall be amended so that a references in sections 1159 1 a and c to voting rights are to the members rights to vote on
22. te the System will be stored at the sole risk of the Customer Title to the System shall not pass to the Customer until PAV has received payment in full in cash or cleared funds for 12 2 1 the System and 12 2 2 all other sums which are or which become due to PAV from the Customer under or in connection with the Contract Until title to the System has passed to the Customer the Customer shall 12 3 1 hold the System on a fiduciary basis as PAV s bailee 12 3 2 store the System separately from all other equipment held by the Customer so that they remain readily identifiable as PAV s property 12 3 3 not remove deface or obscure any identifying mark on or relating to the System and 12 3 4 maintain the System in satisfactory condition and keep it insured on PAV s behalf for their full price against all risks with an insurer that is reasonably acceptable to PAV The Customer shall obtain an endorsement of PAV s interest in the System on its insurance policy subject to the insurer being willing to make the endorsement On request the Customer shall allow PAV to inspect the System and the insurance policy but the Customer may use the System in the ordinary course of its business on written agreement by PAV If before title to the System passes to the Customer the Customer becomes subject to any of the events in condition 17 1 4 to condition 17 1 12 then without limiting any other right or remedy PAV may have PAV may at an
23. ts in goodwill or to sue for passing off unfair competition rights rights in designs rights in computer software database right topography rights moral 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 and Intellectual Property Right means any one of the Intellectual Property Rights Manufacturers Warranties the warranties given by any third party manufacturer in relation to any element of the System Milestone Certificate means the certificate in the form required by PAV confirming that a Contract Milestone has been completed month a calendar month Payment Dates the dates for payment by the Customer as set out in the Quotation PAV Perfect Audio Visual Limited a company incorporated and registered in England and Wales with company number 07441919 whose registered office is at Ivy House Foundry Hanley Stoke on Trent Staffordshire ST1 3NR Price the price for the System as set out in the Proposal or any Change Notice Quotation PAV s specification and quotation for the System Representatives has the meaning given in condition 16 2 Site the location at which the System is to be installed and commissioned as specified in the Quo
24. ty or responsibility for failure to fulfil any obligation under the Contract so long as and to the extent to which the fulfilment of such obligation is prevented frustrated hindered or delayed as a consequence of a Force Majeure Event A party claiming the benefit of this provision shall as soon as reasonably practicable after the occurrence of a Force Majeure Event 20 2 1 notify the other party of the nature and extent of such Force Majeure Event and 20 3 21 21 1 21 2 22 23 23 1 23 2 23 3 20 2 2 use all reasonable endeavours to remove any such causes and resume performance under the Contract as soon as feasible For the purposes of this condition 20 a Force Majeure Event means an event beyond the control of a party or any person acting on its behalf which by its nature could not have been foreseen by such party or such person or if it could have been foreseen was unavoidable and includes without limitation acts of God storms floods riots fires sabotage civil commotion or civil unrest interference by civil or military authorities acts of war declared or undeclared or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources SEVERANCE If any provision of the Contract or part of a provision is found by any court or administrative body of competent jurisdiction to be invalid unenforceable or illegal the other provi
25. xpressly stated in the Contract are granted to the other party or to be implied from the Contract In particular no licence is hereby granted directly or indirectly under any patent invention discovery copyright or other intellectual property right held made obtained or licensable by either party now or in the future TERMINATION A party shall be entitled to terminate the Contract with immediate effect by giving written notice to the other party if 17 1 1 the other party fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment or 17 1 2 17 1 3 17 1 4 17 1 5 17 1 6 17 1 7 17 1 8 17 1 9 the other party commits a material breach of its obligations under the Contract and if such breach is remediable fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so or the other party commits a series of persistent minor breaches which when taken together amount to a material breach or the other party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the other party commences negotiations with all or any class of its creditors with a view to re
26. y time require the Customer to deliver up the System 13 13 1 13 2 13 3 13 4 13 5 13 6 14 14 1 and if the Customer fails to do so promptly enter any premises of the Customer or of any third party where the System is stored in order to recover it PRICE amp PAYMENT The Price for the System shall be as set out in the Quotation If as a result of variations to the Specification the price for the System increases PAV shall issue a Change Notice confirming the revised Price for the System If the Customer has not objected in writing to the Change Notice within 5 days of PAV issuing the Change Notice the Customer shall be deemed to have accepted the revised Price The Price is exclusive of amounts in respect of VAT PAV shall submit invoices for each instalment of the Price set out in the Quotation The Customer shall make payment of each invoice by the due date stated in the Quotation If the Customer does not make any payment due to PAV under the Contract by the due date for payment as set out in the Quotation PAV may in its discretion delay the Contract Timetable and delay the commencement of the next Contract Milestone until such payment is made Payment shall be made to the bank account nominated in writing by PAV If a party fails to make any payment due to the other under the Contract by the due date for payment due date then without limiting the other party s remedies under condition 17 1 the d
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