Terms and Conditions for the Supply of Goods and Services

Junair Spraybooths Limited

1. INTERPRETATION
1.1 In these Conditions the following expressions shall have the following meanings:

“Business Day” : a day other than a Saturday, Sunday or public holiday in England;
“Commencement Date” : has the meaning set out in clause 2.2;
“Conditions” : these terms and conditions as amended from time to time in accordance with clause 15.7;
“Contract” : the contract between the Supplier and the Customer for the supply of Goods and Services in accordance with these Conditions;
“Contract Price” : all sums payable by the Customer to the Supplier in accordance with the Contract, including any applicable costs and expenses and VAT;
“Customer” : the person who purchases the Goods and Services from the Supplier;
“Customer Materials” : all materials, patterns, dies, tools, drawings and equipment and other property of the Customer;
“Deliverables” : the deliverables set out in the Order;
“Delivery Location” : has the meaning set out in clause 4.1;
“Force Majeure Event” : has the meaning given to it in clause 14.1;
“Drawings” : any plans or drawings produced by the Supplier specifying the details of the installation of the Goods; and “Drawing” shall mean any of them;
“Goods” : the goods (or any part of them) set out in the Order;
“Goods Specification” : the specification for the Goods set out in the Supplier’s written confirmation of acceptance of the Order;
“Intellectual Property Rights” : patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in any part of the world;
“Order” : the Customer’s order for the supply of Goods and Services as set out in the Supplier’s written confirmation of acceptance of the Order;
“Parties” : the Customer and the Supplier; and “Party” means either of them;
“Services” : the installation of the Goods and the provision of the Deliverables supplied by the Supplier to the Customer as set out in the Order;
“Services Specification” : the description or specification for the Services set out in the Supplier’s written confirmation of acceptance of the Order;
“Site Requirements” : the site requirements and list of responsibilities of the Customer as set out in the Supplier’s written confirmation of acceptance of the Order;
“Supplier” : Junair Spraybooths Limited, a company incorporated and registered in England and Wales with registration number 2899647;
“Supplier Materials” : all materials, equipment, documents and other property of the Supplier;
“VAT” : value added tax; and
“Warranty Period” : has the meaning set out in clause 5.1.

1.2 In these Conditions the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a Party includes that Party’s personal representatives, successors or permitted assignees.
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference
to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced 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;
1.2.5 the singular includes the plural and vice versa;
1.2.6 a reference to a clause is to a clause of these Conditions; and
1.2.7 a reference to “writing” or “written” includes faxes and e-mails.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a written confirmation of acceptance of the Order, all Drawings shall have been signed by the Customer and the Deposit has been paid by the Customer, at which point and on which date the Contract shall come into existence (the “Commencement Date”). Any amendment made in accordance with clause 3.2 shall be disregarded for the purpose of this clause 2.2.
2.3 The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any statement, promise,
representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Goods or illustrations or
descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer or an acceptance, and is only valid for a period of 30 Business Days from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. GOODS
3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification and/or the Drawings if required by any applicable statutory or regulatory requirements or, with the agreement of the Customer, in other circumstances.

4. DELIVERY OF GOODS
4.1 The Supplier shall procure the delivery of the Goods to the location set out in the Supplier’s written confirmation of acceptance of the Order or such other location as the Parties may agree (the “Delivery Location”) at a time after the Supplier notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions or documents that are relevant to the supply of the Goods.
4.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions or documents that are relevant to the supply of the Goods.
4.5 If the Customer fails to accept or take delivery of the Goods within 14 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods, the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

5. QUALITY OF GOODS
5.1 The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (the “Warranty Period”) the Goods shall:
5.1.1 conform in all material respects with their description or the Goods Specification;
5.1.2 be free from material defects in design, material and workmanship;
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not
comply with the warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 no sum then due to be paid to Junair remains unpaid, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price
of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after discovering that they do not comply with the warranty set out in clause 5.1;
5.3.2 the defect arises because the Customer fails to follow the oral or written instructions of the Supplier as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 the defect arises as a result of the Supplier following any drawing or design supplied by the Customer or (if and to the extent submitted by the
Customer) the Goods Specification;
5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.6 the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory
or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
6.3 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for any other goods that the Supplier shall have supplied to the Customer in respect of which payment shall have become due, in which case title to the Goods shall pass at the time of payment.
6.4 Until title to the Goods has passed to the Customer, the Customer shall:
6.4.1 not remove the Goods from the Supplier’s property;
6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.4.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date
of delivery;
6.4.4 notify the Supplier immediately if the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13 (both inclusive);
and
6.4.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13 (both
inclusive), then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
6.5.1 require the Customer to deliver up all Goods; and
6.5.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to
recover them.

7. SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with the Services Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7.5 In the event that the Customer provides the Supplier with Customer Materials for use in the performance of the Services, the Supplier shall be entitled to rely on those Customer Materials as being accurate, compatible and fit for purpose and the Customer shall indemnify and hold the Supplier harmless on a pound for pound basis in relation to any loss arising from the Supplier’s reliance on or use of any such Customer Materials. The Supplier reserves the right to destroy or otherwise dispose of such Customer Materials that it considers, at its sole discretion, to have become redundant for the purposes of the supply of Goods and Services pursuant to the Contract.

8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and (if and to the extent submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer’s premises, office accommodation
and other facilities as reasonably required by the Supplier to provide the Services;
8.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such
information is accurate in all material respects;
8.1.5 prepare the Customer’s premises for the supply of the Services in accordance with the Site Requirements;
8.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the
Services are to start; and
8.1.7 keep and maintain any Supplier Materials left at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in
good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s
written instructions or authorisation.
8.2 If the Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (a “Customer Default”):
8.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8; and
8.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. CHARGES AND PAYMENT
9.1 The price for Goods and Services shall be the price set out in the Supplier’s written confirmation of acceptance of the Order as varied from time to time by the Customer and the Supplier in accordance with these Conditions.
Subject to clauses 9.5, the Supplier shall invoice the Customer:
9.1.1 30% deposit payable with order;
9.1.2 65% on delivery of the Goods (defined as commencement of installation; and
9.1.3 5% upon commissioning of the Goods payable 14 days following (for which purpose the Services shall be deemed to be completed notwithstanding that any cosmetic or other minor issues remain to be resolved), to a bank account nominated in writing by the Supplier
9.2 Time for payment shall be of the essence of the Contract. If the Customer fails to make the payment referred to in clause 9.1 by the due date for payment, then the full amount of the invoice, including any applicable VAT, becomes payable immediately.
9.3 If the Customer fails to make the payment referred to in clause 9.1.2, the Supplier reserves the right to delay the commissioning of the Goods until such time as the full amount of the invoice, including any applicable VAT, is paid by the Customer.
9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.5 If the Customer proposes that any payment is to be made through a finance company or other intermediary, written confirmation from such payer that (i) the Customer has a line of credit available with such payer; and (ii) such payer has approved the Contract, must be provided to the Supplier. The payer’s acceptance certificate must be signed upon delivery prior to commencement of the Services. Notwithstanding this arrangement, the Customer will always remain liable to make any payments due in accordance with the Contract. [A 10% deposit is acceptable in these cases.]
9.6 If the Customer fails to make the payment referred to in clause 9.1.2 by the due date for payment, then the full amount of the invoice, including any
applicable VAT, becomes payable immediately.
9.7 Without prejudice to clauses 9.2 and 9.6, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer 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 actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Deliverables shall be owned by the Supplier.
10.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services and/or the Deliverables, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
10.3 All Supplier Materials are the exclusive property of the Supplier.

11. CONFIDENTIALITY
A Party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (the “Disclosing Party”), its employees, agents or
subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.

12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
12.1.4 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
12.1.5 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
12.2.2 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss arising from non-performance of services which could have been carried out by Junair or any other person but which are not included in the Services Specification;
12.2.3 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss arising from the Supplier’s reliance on or use of any Customer Materials provided by the Customer to the Supplier; and
12.2.4 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed [the Contract Price].
12.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.

13. TERMINATION
13.1 Without limiting its other rights or remedies, each Party may terminate the Contract with immediate effect by giving written notice to the other Party if:
13.1.1 the other Party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
13.1.2 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay that individual’s debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3 the other Party commences negotiations with all or any class of that Party’s creditors with a view to rescheduling any of that Party’s debts, or makes a proposal for or enters into any compromise or arrangement with that Party’s creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
13.1.5 the other Party (being an individual), or (being a partnership) has any partner who, is the subject of a bankruptcy petition or order;
13.1.6 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 that other Party’s assets and such attachment or process is not discharged within 14 days;
13.1.7 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 (being a company);
13.1.8 the holder of a qualifying charge over the assets of the other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9 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;
13.1.10 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 clause 13.1.2 to clause 13.1.9 (both inclusive);
13.1.11 the other Party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of that other Party’s business;
13.1.12 the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing that other Party’s own affairs or becomes a patient under any mental health legislation; or
13.1.13 (in the case only of termination by the Supplier) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13 (both inclusive), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4 On termination of the Contract for any reason:
13.4.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.4.2 the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
13.4.3 the accrued rights and remedies of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
13.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14. FORCE MAJEURE
14.1 For the purposes of the Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Goods and/or Services for more than 28 consecutive days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.

15. GENERAL
15.1 Assignment and other dealings
15.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
15.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of the Customer’s rights or obligations under the Contract.
15.2 Notices
15.2.1 Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party at such Party’s registered office (if it is a company) or at that Party’s principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
15.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
15.2.3 The provisions of clauses 15.2.1 and 15.2.2 shall not apply to the service of any proceedings or other documents in any legal action.
15.3 Severance
15.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.3.2 If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict that Party’s further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, nor constitute either Party the agent of the other Party for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
15.6 Third parties
A person who is not a party to the Contract shall not have any right to enforce its terms or any of them.
15.7 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
15.8 Governing law
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 the law of England and Wales.
15.9 Jurisdiction
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

GDPR Terms of Business

1. DATA PROTECTION. The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Process”, “Processing”, “Transfer” and “Appropriate technical and organisational measures” shall be interpreted in accordance with the applicable Data Protection Legislation.
   1.1 Each of us shall comply with the Data Protection Legislation as it applies to each of us in connection with this Terms of Business.
   1.2 Where you transfer to or otherwise make available Personal Data to us in relation to this engagement, you shall ensure that (i) you have the necessary rights to transfer or make available such Personal Data to us (including that you have, or have procured, the necessary legal authority, permissions and / or consents for us to process the Personal Data to provide the Services, (ii) your instructions to us comply with (and will not cause us to be in breach of) the Data Protection Legislation; and (iii) that you have taken reasonable steps to ensure that any Data Subjects are aware of the nature of the processing to be undertaken.
   1.3 Where we act as Data Controller in respect of any Personal Data, processed in relation to this Terms of Business (including where you are an individual)
   1.3.1 We shall process or arrange for processing of the Personal Data only in accordance with the details set out in the Junair Spraybooths Privacy Notice.
   1.3.2 If you provide us with or give us access to the Personal Data, you shall take reasonable steps to ensure that the relevant Data Subjects are aware of our processing activities and the Junair Spraybooths Privacy Notice; and
   1.3.3 both of us shall cooperate with the order, and promptly provide such information and reasonable assistance as the other may reasonably require to enable it to comply with its obligations under the Data Protection Legislation in respect of the Terms of Business, and to deal with and respond to all investigations, complaints, and requests for information from any regulator or Data Subject relating to such Personal Data.
   1.4 Where we process Personal Data as a Data Processor on your behalf we shall:
   1.4.1 Only process such Personal Data in accordance with your written instructions from time to time (including as set out in the Conditions of Sale) or as required for us to provide, manage and facilitate the provision of the Services, and only in respect of the subject matter, duration, nature and purpose of the Services, and the type of Personal Data and categories of Data Subject relevant to the Services.
   1.4.2 Ensure that only persons authorised by us process such Personal Data and that such persons are subject to appropriate obligations to maintain the confidentiality of such Personal Data.
   1.4.3 Taking into account the (i) state of the art, (ii) cost of implementation, (iii) nature, scope, context and purpose of processing, and (iv) the risk and severity of potential harm, protect such Personal Data by putting in place technical and organisational measures to protect such Personal Data from Data Breach.
   1.4.4 Take into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as possible, to assist you to fulfil at your cost, your obligations to respond to Data Subjects requests to exercise their rights under the Data Protection Legislation over such Personal Data.
   1.4.5 Where reasonable requested, and taking into account the nature of our processing and the Services and the information available to us, assist you, at your cost, in complying with your obligations under the Data Protection Legislation in respect of such Personal Data.
   1.4.6 When we cease providing the Services to you and at your choice, either delete or return all such Personal Data to you and delete such copies of such Personal Data, unless applicable law or regulation requires storage of such Personal Data or deletion of Personal Data is not technically possible, using all reasonable efforts.
   1.4.7 Subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and / or privileged (or where access is otherwise restricted by applicable law or regulation) make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause 1.4 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you at your cost.
   1.4.8 Be permitted to appoint other processors to process such Personal Data, provided (i) they process the Personal Data only for the purpose of assisting us with the performance of our obligations under this Terms of Business (ii) we enter into a written agreement with them requiring them to process the Personal Data only in accordance with your or our written instructions, and to comply with obligations equivalent in all material respects to those imposed on us under this clause 1.4; and
   1.4.9 Not process or transfer such Personal Data outside the UK or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; or (ii) we have put in place appropriate safeguards as required under the Data Protection Legislation for such processing of transfers, Where the Terms of Business identifies that processing will take place in specified jurisdictions you acknowledge that Personal Data will be transferred to or from, and / or processes from those jurisdictions.
   1.5 Where you instruct us to transfer Personal Data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for such transfer as requested by the Data Protection Legislation.
   
   2. FILE RETENTION. You agree that we shall have the right to retain copies of documents relating to the Engagement after the Engagement has ended, subject to our continuing confidentiality obligations. It is our normal practice to retain documents relating to client engagements for 10 years after the end of the relevant engagement. Thereafter, unless separate arrangements have been made, we may destroy or erase the documents or papers without reference to you.
   
   3. DEFINITIONS. The following definitions are used in these Terms of Business.
   Junair Spraybooths Privacy Notice. Means the fair processing information available at www.junair-spraybooths.co.uk, as may be updated from time to time.
   Data Breach. Means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
   Data Protection Legislation. Means as they apply to each of us: (a) the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, (b) from and including 25 May 2018 the General Data Protection Regulations (Regulation (EU) 2016/678 (GDPR), until such time as it may cease to apply in the UK; (c) any legislation ratifying or otherwise adopting, replacing, or supplementing the GDPR in the UK; and (d) in respect to your obligations, any other laws and regulations relating to natural persons relevant to your obligations in any other jurisdictions.
   Terms of Business. Means the attached and enclosures (including these terms of business) sent to you which set out the basis of our contract with you.
   Engagement. Means the Service which we both provide pursuant to the Terms of Business.
   Services. Means the professional services delivered to you or us that are subject to the Terms of Business.