FINANCE

To find if you are eligible for our finance please follow this link https://ideal4finance.com/kcc You can also contact K C Solutions directly on 01782561110

 

TERMS AND CONDITIONS

Disclaimer

These are the KC Cabins Solutions Ltd terms and conditions ("Terms and Conditions"), which is owned and operated by KC Cabins Solutions Ltd ("KC Cabins Solutions Ltd " or "we" or "us" or "our"). KC Cabins Solutions Ltd is a limited company, registered in England under number 09519774 at 14 Derwent Place, Newcastle, Staffordshire, England, ST5 9HG.

The following terms and conditions ("Terms and Conditions") set out the rules for how KC Cabins Solutions runs the Business. By making payment for the ordered project/buildings, you acknowledge that you have read and agree to be bound by and comply with these Terms and Conditions.

Please read these terms and conditions of use carefully before accessing, using or obtaining any materials, information, products or services. By placing order, you agree to be bound by these terms and conditions ("Terms and Conditions").

We reserve the right to change these Terms and Conditions at any time without notice by updating this posting. It is your responsibility to familiarise yourself with the Terms and Conditions regularly to ensure that you are aware of any changes.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, including the Schedules and preamble, unless the context otherwise requires, the following expressions have the following meanings: “Authority” means the local authority responsible for all public services (including planning services) in a particular area covering the Site; “Building Regulations” means regulations made under Statute and any re-enactment, modification or amendment thereto current at the date or dates and relevant to construction of the Cabin; “Building Regulations Approval” means the valid approval granted by the Authority stating that the erection of the Cabin can proceed on the basis of the Specification provided, and without any further adjustments to the design; “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England; “Cabin” means each Cabin separately as described in the Specification in Schedule 2, detailed on the Preliminary Designs and Plans in Schedule 3 (subject to further changes and adjustments permitted under the Contract), and finalized as per the Final Designs and Plans at Schedule 4; “Cabin Delivery Pre-requisites” means matters for which the Customer is responsible and is to arrange and provide at its own cost; “Completion Date” means the estimated date by which the Supplier will endeavour to complete construction of the Cabin, as may be amended in accordance with the Contract; “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium) which is by its nature confidential or is expressly stated to be confidential or marked as such; “Expert” means an independent and suitably qualified third party to whom a reference is made under Clause 6; “Final Designs and Plans” means the final designs and plans adjusted by the Supplier in accordance with the required changes, as exhibited in Schedule 5; “Goods” means any or all component parts to be used by the Supplier in the construction of the Product, including Third Party Services supplied by the Supplier; “Handover Date” means the actual date of presentation of the handover sheet to the Buyer; “Handover Protocol” means the protocol provided by the Supplier to the Buyer at the Completion Date, as exhibited to this Contract at Schedule 5; “Intellectual Property Rights” means any rights in or to, but not limited to, copyright, design rights, database rights, patents, trade marks, brand names, trade names, technical information or know-how or confidential information and any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and including, without limitation, all rights to apply for any of the foregoing rights “Minor Defects Warranty Period” means a period of twelve months commencing the day after the Handover Date; “Payment Schedule” means the schedule of payments of instalments of the Price set out in the Quotation; “Planning Permission Approval” means the written approval consent granted by the Authority for the Cabin to be erected in accordance with the Specification provided, and without further adjustments being required; “Price” means the total price contained in the Quotation, as may be adjusted in accordance with the Contract; “Preliminary Designs and Plans” means the preliminary designs and plans for the Cabin provided by the Supplier on the basis of the information received from the Buyer, as exhibited in Schedule 3; “Quotation” means the quotation document given by Supplier to the Buyer setting out details in relation to the proposal to build the Cabin; “Services” means the services carried out by the Supplier for the purpose of designing, transporting and erecting the Cabin; “Site” means the location for delivery of the component parts of and for erection of the Cabin, set out on the Quotation and as more fully identified on the Preliminary and/or Final Designs and Plans; “Specification” means the specification of the Goods set out in Schedule 2 or any other specification of the Goods agreed in writing between the Supplier and the Buyer from time to time; “Statutory Requirements” means any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Cabin or performance of any obligations under this contract and any regulation or byelaw of the relevant Authority; “Structural Guarantee Period” means a period of 6 years commencing the day after the Handover Date; “Supplier IP” means all data and/or documents (whether in hard copy form or stored on electronic media) produced or supplied by the Supplier in connection with the Contract (whether before, on or after the Contract Date) including designs, drawings, models, plans, specifications, design details, investigations, enquiries, calculations, bills of quantities, schedules of work, programmes, method statements, budgets, cost plans, photographs, brochures, CAD Services, operational and maintenance manuals, and any other Services incorporated or referred to in any of them; “Third Party Services” means Goods and Services which are acquired from a third party to meet the specific requirements of the Buyer; 1.2 Unless the context otherwise requires, each reference in this Agreement to: 1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; 1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or reenacted at the relevant time; 1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time; 1.2.4 a Schedule is a schedule to this Agreement; 1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; 1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement; and 1.2.7 a reference to the “Supplier” or to the “Buyer” shall also refer to any officers, employees, agents or subcontractors of that Party. 1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement. 1.4 Words imparting the singular number shall include the plural and vice versa. 1.5 References to any gender shall include the other gender.

2. The Works Subject to the Agreement the Buyer engages the Supplier to design, build, transport and then install the Cabin at the Site and the Supplier agrees to perform the same in accordance with the provisions of this Agreement.

3. Price and Payment Terms 3.1 The Buyer shall pay the Price in the amounts and on the dates provided in this Agreement. 3.2 All sums payable are exclusive of VAT 3.3 The Supplier reserves the right to increase the Price by such amount as would result in the Supplier receiving the same value in the event that:- 3.3.1 Customs Duties or similar are levied at a higher rate than would have been applicable on the date of the quotation of Price; or 3.3.2 There is an adverse depreciation in currency fluctuation; or 3.3.3 There is any delay (other than by reason of force majeur) by the Buyer in meeting any of its obligations such as to cause the Supplier cost or detriment; or 3.3.4 The Buyer requests any change in the Specification after acceptance of the same; or 3.3.5 Due to a change in law or procedure to obtain Planning Consent or Building Regulations compliance after acceptance of the Specification. 3.4 Payment should be made on the due date as specified in the Quotation by bank transfer to the Supplier’s bank account the details of which are annexed to this Agreement.

4. Supplier Obligations 4.1 Subject to the prompt and full compliance by the Buyer with their obligations under this Agreement the Seller shall 4.1.1 exercise the level of skill, care and diligence reasonably to be expected from a supplier experienced in projects of similar size, scope and complexity; 4.1.2 subject to the Buyer confirming its approval to the Specifications and the Preliminary Designs and Plans, prepare and provide the Final Designs and Plans for the Buyer (and if necessary prepare revised Specifications); 4.1.3 arrange for the Final Designs and Plans to be reviewed and checked by a competent and recognised expert of Supplier’s choosing; 4.1.4 manufacture, or procure its sub-contractors in Poland to manufacture, all the Goods required for the Cabin to be erected, in accordance with the standards in compliance with the laws of Poland (as per the Specifications set out in Schedule 3); 4.1.5 import and transport, or procure its sub-contractors to import and transport, all the Goods from Poland to the Site using appropriate transport methods; 4.1.6 Erect the Cabin in a good and workmanlike manner in compliance with the Specifications and the Final Designs and Plans and in so doing engaging Services of satisfactory quality whilst complying with relevant Building Regulations and current Health and Safety legislation; 4.1.7 Ensure that the Goods sold by the Supplier to the Buyer pursuant to this Agreement shall conform in all respects to the Specification; and the Buyer shall be entitled to reject any quantity of the Goods which is not in accordance with the Specification, subject to and in accordance with the provisions of Clause 6. 4.2 The Supplier may suspend the provision of the Services or manufacture or delivery or installation of the Goods in the event that the Buyer is in breach of any of its obligations in this Agreement. In the event of any such suspension the Buyer shall reimburse the Supplier on a full indemnity basis for all losses and or expenses the Supplier has incurred by reason of the suspension and should it occur the re-starting its obligations following such suspension.

5. Buyer Obligations 5.1 The Buyer shall, at its cost:- 5.1.1 Provide its requirements clearly and in sufficient detail to the Supplier to enable the Supplier to prepare its Quotation, Preliminary and Final Designs and Plans; 5.1.2 Check the Specification for compliance with its requirements including but not limited to checking the Preliminary and Final Designs and Plans and, if necessary, ensure that the proposed Cabin complies with all applicable Statutory and legal requirements; 5.1.3 Certify that the Final Drawings and Plans are approved; 5.1.4 Obtain valid Planning Permission (if applicable) and Building Regulation Approval in relation to the Cabin; 5.1.5 Pay the Supplier the Price and all instalments as and when due together with Interest at the rate of 4% above the Base Lending Rate of Barclays Bank plc from time to time on any sums paid after their due date; 5.1.6 Comply with the Cabin Pre-Delivery Requirements as notified to the Buyer, including but not limited to connection of all utility services to the Site; provision of adequate access at the Site for delivery and installation and completion of adequate and compliant foundation works; 5.1.7 Comply with the Site Requirements as notified to the Buyer in a manner that facilitates the smooth delivery and installation of the Cabin, including definition of the boundaries of the Site; provision of rights of access and licence to carry out the Works; Suitable hard standing and clear access to all sides of the ‘footprint’ of the Product to permit access and for appropriate cranes and other plant and equipment to operate and free from obstruction such as overhead cables, power lines, trees and other similar obstructions; 110-volt power supply adjacent to the works and all temporary lighting; Three 12 Cubic Yard Skips for general rubbish and insulated board, to be placed as close as possible to and at the same level as the working area; Toilet facilities and hot and cold water supplies with appropriate drainage; Secure, lock fast container for tools and sundry services; Protection of appropriate security to safeguard the Supplier’s tools, plant, equipment and the Product; Cleaning up of the Site following the completion of the Cabin; 5.1.8 Obtain a completion certificate as soon as practically possible after the Completion Date, with the Buyer remaining solely responsible for rectification of any noncompliance or other issue which it has not raised to the Supplier at the design stage; and 5.1.9 Complete the Handover Protocol.

6. Expert Determination 6.1 If there is any difference of opinion between the Parties as to whether any Goods supplied by the Supplier are in accordance with the Specification the matter shall, at the request of either the Supplier or the Buyer, be determined by an Expert to be appointed by agreement between the parties or in default of agreement by the President of for the time being of the Royal Institute of British Architects. 6.2 Any Expert to whom a reference is made under sub-Clause 6.1 shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he/she considers necessary to assist him/her in determining the matter referred to him/her. The decision of the Expert (which shall be given by him/her in writing stating the reasons therefor) shall be final and binding on the Parties. 6.3 Each Party shall provide any Expert with such information as he/she may reasonably require for the purposes of his/her determination; if either Party claims any such information to be confidential to it then, provided that in the opinion of the Expert that Party has properly claimed the same as confidential, the Expert shall not disclose the same to the other Party or to any third party. 6.4 The costs of any Expert (including the costs of any technical expert(s) appointed by him/her) shall be borne in such proportion as the Expert may determine to be fair and reasonable in all the circumstances, or, if the Expert makes no such determination, by the Parties in equal proportions.

7. Delivery and Installation 7.1 Except if otherwise agreed between the parties in writing, the Supplier shall deliver all Goods to the place of delivery for the Site on articulated lorries or other such vehicles as may be appropriate and necessary for such delivery. 7.2 The Buyer shall ensure that unfettered access to the place of delivery will not be unsuitable or otherwise not available. Whereas the price quoted includes provision for unloading Goods on any one delivery, the Supplier reserves the right to charge the Buyer for additional costs incurred should the provisional time be exceeded as a result of unsuitability for delivery of or access to the place of delivery. 7.3 The Buyer grants the Supplier (or will procure) a licence to occupy and use the Site for all purposes associated with the performance of its obligations under the Agreement and will ensure that the Supplier is able to freely access the Site as required to maintain its own programme of works, deliver the Goods and perform the Services, build the Cabin and perform all of its obligations pursuant to this Agreement in a timely manner and in accordance with this Agreement. 7.4 The Buyer shall meet, in full, the Cabin Delivery Pre-requisites prior to the Supplier delivering the Goods and Services and commencing erection of the Cabin. The Supplier shall have no obligation to deliver the Goods and Services and commence erection of the Cabin until the Buyer has so met the Cabin Delivery Pre-requisites and is not otherwise in dereliction of its obligations. 7.5 The Supplier’s ability to complete the Cabin by the Completion Date is subject to the Buyer complying with its obligations pursuant to the Agreement. If the Supplier is prevented from or delayed in carrying out its obligations under the Agreement by reason of any delay, act, or omission of the Buyer then, notwithstanding anything else contained in the Agreement, the Supplier will not be liable for such delay or failure and has the absolute right to amend the planned Completion Date as reasonably required, charge the Buyer for any costs incurred by the Supplier to accommodate such delay and amend the Price accordingly. 7.6 The Buyer acknowledges that the Supplier is engaged in volume production. Any delay, act or omission by the Buyer during or prior to manufacture of Goods and provision of the Services may require the Supplier to re-program a production, manufacturing run or installation schedule. The Supplier may charge the Buyer for any costs incurred by the Supplier in re-programming any production, manufacturing run and/or installation schedule necessary to accommodate such delay and amend the Price accordingly. 7.7 The Buyer also acknowledges that if any such delay occurs (even a minor delay), then it is very possible that the Supplier’s workforce will not complete the erection of the Cabin within the specified timescale. This, in turn, may result in the Cabin not being erected until such a time when the Supplier’s workforce is available again. The Supplier is unable to provide any specific information in this respect but delays of a few months are very much possible. Should this occur, the Buyer waives all his rights to claim any compensation or damages from the Supplier. 7.8 On Practical Completion of the Cabin, the Supplier will inspect the Cabin and present a Handover Protocol to the Buyer or its representative at the Site for acceptance. The Handover Protocol shall include written confirmation that the Cabin has been constructed in accordance with the Agreement. The Cabin will be deemed to be Practically Complete on the date the Handover Protocol is presented to the Customer.

8. Warranties 8.1 The Buyer warrants that it shall have, prior to the Supplier ordering the Goods and commencing works on site, obtained all necessary planning permissions, statutory consents including Building Warrant, for construction of the Cabin and has obtained all other necessary permits, licenses and approvals necessary for the performance of works on the Site. 8.2 The Supplier will make good: 8.2.1 any minor defects in the Cabin arising within the Minor Defects Warranty Period which are due to defective design, workmanship or Services carried out or supplied by the Supplier, its sub-contractors, servants or agents provided that the Buyer notifies the Supplier in writing within the Minor Defects Warranty Period of such defect and provides the Supplier access on reasonable notice as required to remedy such defect; and 8.2.2 any structural defects arising within the Structural Guarantee Period which are due to defective design, workmanship or Services carried out or supplied by the Supplier, its sub-contractors, servants or agents provided that the Buyer notifies the Supplier in writing within the Structural Guarantee Period of such defect and provides the Supplier access on reasonable notice as required to remedy such defect. Structural defects warranty applies to all Cabin’s elements subjected to static calculation with exclusion of foundation and blockwork. 8.3 Notwithstanding any other provision of this Agreement, the Supplier will not be liable for defects due to or resulting from: 8.3.1 ordinary wear and tear; 8.3.2 subsidence due to defective, inadequate or insufficient foundation or due to or resulting from any other defect, inadequacy or insufficiency attributable to the Supplier’s use of other works prepared and /or constructed by or services supplied by other contractors or any party other than by the Supplier, its subcontractors, servants or agents; 8.3.3 failure or interruption in the provision or operation of any sewers, water mains, pavements, lighting, or any other services or utilities serving or giving access to the Site; 8.3.4 improper use or care by any party other than the Supplier; or 8.3.5 defects in metal work or damage occurring to the Cabin as a result of the operation of any central heating system after Minor Defects Warranty Period. 8.4 No use by the Supplier of other works prepared and/or constructed by or services supplied by other contractors or any party other than by the Supplier, its subcontractors, servants or agents will prejudice any claim or entitlement the Supplier may have in respect of any delay or damage caused as a result of any defect, inadequacy or insufficiency in those other works or services. The Supplier will not be held or deemed to have approved or confirmed such other works or services as being adequate. 8.5 The Supplier will have no other or further liability of whatsoever nature to the Buyer whether in contract, tort or otherwise in respect of a defect becoming apparent in the Cabin other than as set out in Clauses 8.2 and 8.3.

9. Confidentiality 9.1 Each Party undertakes that, except as provided herein or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and after its termination: 9.1.1 keep confidential all Confidential Information; 9.1.2 not disclose any Confidential Information to any other party; 9.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; 9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and 9.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above. 9.2 Either Party may: 9.2.1 disclose any Confidential Information to: 9.2.1.1 any sub-contractor or supplier of that Party; 9.2.1.2 any governmental or other authority or regulatory body; or 9.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the supply of the Goods), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and 9.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge. 9.3 The provisions of this Clause 9 shall continue in force in accordance with their terms indefinitely, notwithstanding the termination of this Agreement for any reason.

10. Assignment 10.1 The Supplier may assign, transfer and or sub-contract any or all of its obligations and rights hereunder. 10.2 The Buyer may assign or transfer any or all of its obligations and rights hereunder provided it has discharged all then due obligations to and subject to the prior written consent of the Supplier (not to be unreasonably refused).

11. Ownership and Risk 11.1 The Supplier retains title to the Goods and all Designs until payment in full is made of the Price. 11.2 The risk in the Goods passes to the Buyer on consignment to transport from the Supplier’s premises. The Buyer is encouraged to effect a suitable policy of insurance in respect of the risk.

12. Indemnity 12.1 The Supplier shall indemnify the Buyer against all actions, proceedings, claims, demands, costs, awards, losses or damages howsoever arising, as a result of any claim made by a third party against the Buyer or the Supplier (save to the extent that such a claim is attributable to any acts or omissions of the Buyer, its employees, agents or subcontractors): 12.1.1 for the infringement of intellectual property rights arising out of, or in connection with, the Goods; or 12.1.2 for death or personal injury or for damage to property arising out of, or in connection with, any defects in the Goods (only to the extent that such defects are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors), and “defects in Goods” in this Clause 12.1.2 means any Goods supplied by the Supplier which either do not conform to the Specification or which are defective within the meaning of Section 3 of the Consumer Protection Act 1987. 12.2 The indemnity set out in sub-Clause 12.1 shall apply provided that: 12.2.1 the Buyer gives written notice to the Supplier of any claim or proceeding as soon as is reasonably possible following receipt of it; 12.2.2 the Buyer makes no admission of liability, agreement or compromise and gives the Supplier sole authority to defend or settle the claim or proceedings at the Supplier’s cost and expense; and 12.2.3 the Buyer gives the Supplier all reasonable information, access and assistance in connection with any such claims or proceedings at the Supplier’s cost and expense. 12.3 The Buyer shall indemnify the Supplier against all actions, proceedings, claims, demands, costs, awards, losses or damages howsoever arising, as a result of any claim made by a third party against the Buyer or the Supplier for the infringement of intellectual property rights arising out of, or in connection with, the Goods to the extent that such a claim is attributable to the Buyer, its employees, agents or subcontractors’ use of any name, brand, logo, or trade mark (registered or otherwise) or other identifier in relation to the Goods which in any way differs from, is additional to, or in place of that applied to the Goods supplied to the Buyer by the Supplier. 12.4 The indemnity set out in sub-Clause 12.3 shall apply provided that: 12.4.1 the Supplier gives written notice to the Buyer of any claim or proceeding as soon as is reasonably possible following receipt of it; 12.4.2 the Supplier makes no admission of liability, agreement or compromise and gives the Buyer sole authority to defend or settle the claim or proceedings at the Buyer’s cost and expense; and 12.4.3 the Supplier gives the Buyer all reasonable information, access and assistance in connection with any such claims or proceedings at the Buyer’s cost and expense. 12.5 Nothing in this Clause 12 shall restrict the either Party’s general duty at law to mitigate losses that it may suffer or incur as a result of any matters that may give rise to a claim under this Clause 12.

13. Limitation of Liability 13.1 This Clause 13 sets out the entire financial liability of the Supplier (including that for the acts or omissions of their employees, agents or subcontractors) to Buyer for any breach of this Agreement; any use or resale made by the Buyer of the Goods; and any representation, statement or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement. 13.2 Subject to sub-Clause 13.3, Supplier shall not be liable to Buyer, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of goodwill, loss of business opportunity, loss of anticipated saving, loss or corruption of any data or information, or any special, indirect or consequential damage or loss that may be suffered by the Buyer that arises out of or in connection with this Agreement. 13.3 Nothing in this Agreement shall limit the liability of Supplier to the Buyer for fraud or fraudulent misrepresentation, or for death or personal injury arising out of negligence. 13.4 Nothing in this Agreement shall limit the liability of Supplier to the Buyer for breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or for breach of Section 2 of the Consumer Protection Act 1987. 13.5 Without prejudice to sub-Clauses 13.2, 13.3 or 13.4, the total liability of the Supplier arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the sum actually paid to the Supplier by the Buyer.

14. Force Majeure 14.1 No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action (except where such action has been induced by the Party so incapacitated), civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. 14.2 In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 13 weeks, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for any and all Goods delivered but not already paid for. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.

15. Termination 15.1 The Supplier may immediately terminate this Agreement where the Buyer fails to comply fully and promptly with the Cabin Pre-Delivery and Site Requirements. 15.2 Either Party may immediately terminate this Agreement by giving written notice to the other Party if: 15.2.1 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 5 Business Days of the due date for payment; 15.2.2 the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 5 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied; 15.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party; 15.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); 15.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement); 15.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; 15.2.7 that other Party ceases, or threatens to cease, to carry on business; or 15.2.8 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 15, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010. 15.3 For the purposes of sub-Clause 15.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects. 15.4 The rights to terminate this Agreement given by this Clause 15 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

16. Effects of Termination Upon the termination of this Agreement for any reason: 16.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable; 16.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain In full force and effect; 16.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; 16.4 subject as provided in this Clause 16 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; 16.5 within a reasonable time Supplier shall remove from the Site all its goods, plant and machinery including the same of any of its sub-contractors; 16.6 each Party shall (except to the extent referred to in Clause 9) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information. However on payment in full by the Buyer to the Supplier of the costs of Third Party Services the Buyer may require the assignment to it of the Final Designs and Plans.

17. No Waiver No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

18. Further Assurance Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

19. Costs Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

20. Set-Off Neither Party shall be entitled to set-off any sums in any manner from payments due under this Agreement or any other agreement at any time.

21. Assignment and Sub-Contracting 21.1 Subject to sub-Clause 21.2 This Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld. 21.2 The Supplier shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Supplier.

22. Relationship of the Parties Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

23. Non-Solicitation Neither Party shall, for the term of this Agreement and for a period of two years after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement.

24. Third Party Rights No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

25. Notices 25.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. 25.2 Notices shall be deemed to have been duly given: 25.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or 25.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or 25.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or 25.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

26. Entire Agreement 26.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties. 26.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

27. Counterparts This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

28. Severance In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

29. Dispute Resolution 29.1 The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes. 29.2 If negotiations under sub-Clause 29.1 do not resolve the matter within four weeks of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. 29.3 Nothing in this Clause 29 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief. 29.4 Nothing in this Clause 29 shall prohibit either Party from referring relevant matters for Expert determination under Clause 6. 29.5 The Parties hereby agree that the decision and outcome of the final method of dispute resolution under this Clause 29 shall be final and binding on both Parties.

30. Law and Jurisdiction 30.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. 30.2 Subject to the provisions of Clauses 6 and 29, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.