TERMS & CONDITIONS
Updated 24th March 2022
In these Standard Terms and Conditions of Trading (these Terms and Conditions’), “PRO DISPLAY’ means PRO DISPLAY TM Limited (Company No. 5008682) of Unit 5 Shortwood Court, Shortwood Business Park, Hoyland, Barnsley, S74 9LH and the “Buyer” means the person, firm, company or other organization placing an Order for the supply of Goods and/or Services from PRO DISPLAY. ‘Goods” means the products which are the subject of a contract of sale to which these Terms and Conditions apply as set out in the Order, subject to condition 1.3 below. “Services” means services which are the subject of a contract of supply to which these Terms and Conditions apply as detailed in the Order, subject to condition 1.3 below. “Order” means an order placed by the Buyer for the supply of Goods and/or Services. “Contract” means the contract for the supply of Goods and/or Services, as applicable, formed by PRO DISPLAY’s acceptance (which however made or communicated, shall be deemed made subject to these Terms and Conditions). “Goods Specification” means the specification of the Goods, as detailed on the Website. “Website” means PRO DISPLAY’s website at www.prodisplay.com or such other website(s) as PRO DISPLAY notifies the Buyer of from time to time. “Warranty Period” means a period of 12 months from the date of delivery of the Goods (or deemed delivery where applicable) or such other period as notified to the Buyer by PRO DISPLAY in writing in advance in respect of the specific item of Goods.
THESE TERMS AND CONDITIONS DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF THE BUYER IN ANY CASE WHERE THE BUYER IS A CONSUMER ACQUIRING GOODS OTHERWISE THAN IN THE COURSE OF A BUSINESS.
1. ACCEPTANCE OF ORDERS
1.1 All Orders placed by the Buyer are subject to these Terms and Conditions which are complete & exhaustive and override any other terms, conditions and provisions referring to the Goods and/or Services. Any conflicting terms in documents passing between PRO DISPLAY and the Buyer will have no legal effect and the placing of the Order by the Buyer indicates unqualified acceptance of these Terms and Conditions. The Buyer acknowledges that it has not relied upon any statement, warranty or representation except as expressly set out in these Terms and Conditions. These Terms and conditions are not capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealings between the parties and no amendment or variation shall be deemed to have been accepted by PRO DISPLAY unless accepted in writing by a director of PRO DISPLAY.
1.2 No Contract for sale shall be deemed to have been concluded in respect of Goods and/or Services until PRO DISPLAY has:
i) issued an invoice in respect of an Order received (the “Invoice”); or
ii) where applicable, dispatched the Goods; or
iii) where applicable, commenced the provision of Service, whichever occurs earlier.
1.3 In the event of an inconsistency between these Terms and Conditions, the Order and the Invoice, the order of priority shall be i) these Terms and Conditins; ii) the Invoice; and iii) the Order. The Invoice shall be conclusive evidence as to the type and quantities of Goods supplied and/or Services provided unless the Buyer provides written evidence to the contrary.
1.4 Any communication between the parties including without limitation statements, notices and invoices shall be given in writing and can be delivered by hand, pre-paid first class post, courier, facsimile or email. In the case of a communication sent to PRODISPLAY, it shall be sent to the address detailed at the top of these Terms and Conditions or, in the case of a communication sent to the Buyer, shall be sent to the address detailed in the Order (or such other address as agreed between the parties in writing). A communication is deemed to have been received, if delivered personally, at the time of delivery or in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting, or in the case of courier, at the time and date on which a signature is received by the courier confirming delivery, or in the case of fax, upon successful transmission, or in the case of email, upon receipt of a delivery notice. If deemed receipt under this condition 1.4 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day in England), at 9.00 am on the first business day following deemed delivery. To prove service, it is sufficient to prove that in the case of post and courier that the envelope containing the notice was properly addressed, paid for and posted and in the case of fax, that it was successfully transmitted to the correct number and in the case of email, that it was sent to the correct email address and has been received properly.
1.5 Termination of the Contract by either party shall automatically cancel all open Orders. PRO DISPLAY may offer, to re-stock goods, but is not required to do so and reserves the right to charge a re-stocking fee the rate being at PRO DISPLAY’S discretion. Where a contract has been concluded in accordance with condition 1.2 it may not be possible to re-stock goods and delivery of the goods must be accepted by the Buyer.
2. THE PRICE
2.1 Subject to conditions 2.2 and 3.5 below the price of the Goods and/or the Services as applicable shall be as stated in their respective current price lists as published by PRO DISPLAY from time to time.
2.2 The price may be increased at any time prior to the invoice being raised and the Goods and/or Services being delivered by PRO DISPLAY at its discretion to take account of fluctuations in exchange rates or increases in the cost to PRO DISPLAY of the Goods/Services or otherwise. In such an event, PRO DISPLAY will notify the Buyer of the increase as soon as reasonably practicable and in any event prior to the invoice being sent.
2.3 The price shall be payable by the Buyer without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.
2.4 Unless otherwise expressly agreed in writing, the price shown in the current price list of PRO DISPLAY is exclusive of Value Added Tax and where applicable, the cost of packing and carriage which will be charged at PRO DISPLAY’s normal rates and payable by the Buyer.
2.5 We reserve the right to charge a small fee for payments made by credit card. The value of this fee may be based on the value of the transaction.
3.1 Unless otherwise expressly agreed in writing, the price is payable in full at the time of invoice or, in the case of Services, prior to the performance of the Services.
3.2 Time for payment is of the essence and payment shall be made in advance of supply & delivery. Lead times and production do not start until invoices are paid in full,
3.3. If payment is not made within 30 days from the date of invoice then without prejudice to any other rights or remedies available to it, PRO DISPLAY: (a) shall be entitled to charge the Customer 2.5% interest on the outstanding amount per month from the date of invoice compounded monthly until payment is received in full, whether before or after judgment; and/or (b) may suspend delivery of the Goods and/or Services in whole or in part; and/or (c) will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to PRO DISPLAY) a reasonable late payment administration fee of £100 plus VAT as a contribution to the administrative costs incurred by PRO DISPLAY in taking steps to secure payment; and/or (d) terminate the Contract
3.4 Unless otherwise stated, all payments are to be made in sterling by direct bank transfer to PRO DISPLAY as stated on the invoice. No payment shall be deemed received until PRO DISPLAY has received cleared funds.
3.5 Any special terms and/or conditions for any custom made, modified and/or large volume Orders should be discussed by the parties in advance of an Order being submitted and in any event shall be specified by PRO DISPLAY at time of Order.
3.6 Where Pro Display agrees in writing and in advance, the Buyer shall be granted credit up to the limit agreed in writing by the parties. Pro Display shall be entitled at its sole discretion to vary the value and/or terms of credit granted at any time with immediate effect by giving the Buyer written notice, including without limitation revoking the credit in its entirety and varying the number of days in which the Buyer must pay. In the event that the credit limit is revoked by Pro Display at any time, in whole or in part, all sums above the amended credit limit shall immediately become due and payable by the Buyer to Pro Display.
4. PROPERTY AND RISK
4.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the point of delivery in accordance condition 5 below.
4.2 Title to the Goods shall remain in PRO DISPLAY until full payment of all monies due from the Buyer under the Contract or any other agreement, have been received by PRO DISPLAY in cash or cleared funds, or title is properly vested in some other person by the operation of law. Until title in the goods passes to the Buyer, the Buyer shall: (a) keep the Goods free from any charge, lien or other encumbrance; and (b) store the Goods in such a way that they are easily identifiable as belonging to PRO DISPLAY; and (c) hold the Goods on a fiduciary basis as PRO DISPLAY’S bailee; and (d) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (e) maintain such Goods in satisfactory condition and insure the Goods and keep them insured on PRO DISPLAY’S behalf for their full price against all risks with an insurer that is reasonably acceptable to PRO DISPLAY and upon request from PRO DISPLAY, to provide written evidence of such.
4.3 Notwithstanding that title to the Goods has not passed to the Buyer, the Buyer (acting on its own account and not as an agent of PRO DISPLAY) may re-sell any Goods in its possession in the ordinary course of its business. The portion of the proceeds of any such re-sale representing the sum due from the Buyer to PRO DISPLAY (“the resale proceeds”) shall belong to PRO DISPLAY until the Buyer had made full payment for the Goods, and until such time the resale proceeds shall be held by the Buyer in a fiduciary capacity on behalf of PRO DISPLAY and shall be kept in a separate designated account (of which the Buyer shall provide PRO DISPLAY with details) without prejudice to PRO DISPLAY’s rights to trace the same if the Buyer fails to keep such proceeds separate as aforesaid.
4.4 PRO DISPLAY may while the owner of the Goods (and without prejudice to any other right it may have hereunder or at law) demand the immediate return of the Goods at any time and the Buyer shall forthwith comply with such demand and bear the expenses for such return.
4.5 The Buyer grants PRO DISPLAY, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer has not acquired ownership of the Goods under condition 4.2 above, to recover them.
4.6 The Buyers own materials will be handled with care by PRO DISPLAY, but are only accepted at the risk of the customer.
5.1 Time of delivery of Goods and/or performance of Services shall not be of the essence. Whilst reasonable efforts will be made to adhere to the agreed dates such dates are estimates only and PRO DISPLAY will not be liable for any losses, costs, damages or expenses suffered by the Buyer or any other person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated date. If no dates are specified delivery will be within a reasonable time taking into account PRO DISPLAY’s standard lead times for production of the Goods. Details of PRO DISPLAY’s standard lead times are available upon written request of the Buyer.
5.2 PRO DISPLAY shall be under no obligation to deliver Goods and/or provide Services (in whole or in part) to the Buyer:
(i) if payment has not been received in full cleared funds by PRO DISPLAY or, if credit has been granted to the Buyer, if the monies payable in respect of those Goods and/or Services together with any other monies due by the Buyer to PRO DISPLAY under the Contract or any other contract would in total exceed the credit limit set by PRO DISPLAY for the Buyer from time to time; or
(ii) in the event the Buyer fails to forthwith return any Goods demanded by PRO DISPLAY under condition 4.4 above.
5.3 PRO DISPLAY reserves the right to deliver by installment and each installment shall be a separate Contract.
5.4 Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract. No cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment. Failure by the Buyer to pay for or accept delivery of any installment by the due date in accordance with these Terms and Conditions shall entitle PRO DISPLAY at its option to repudiate or cancel the Contract and/or any other Contract or installment.
5.5 The Goods shall be delivered as stated in the invoice. Unless otherwise stated in the invoice the Goods shall be delivered Ex Works (Incoterms 2010) to the address detailed in the Invoice. For the avoidance of doubt, PRO DISPLAY shall at no time be liable for delivery costs and shall be entitled to charge the Buyer for any costs incurred and/or to be incurred by PRO DISPLAY in respect of delivery where the Goods are not collected by the Buyer from PRO DISPLAY’s place of business.
5.6 Delivery of the Goods shall occur 5 days after notification to the Buyer that the Goods are ready for collection (where the Goods are being collected by or on behalf of the Buyer) or upon receipt of a signature received at the time of and place for delivery, whichever occurs first. For the avoidance of doubt, it shall be the Buyer’s responsibility to ensure that any person who signs at the point of delivery is an authorised signatory of the Buyer.
5.7 If for any reason the Buyer fails to accept delivery of any of the Goods or PRO DISPLAY is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by PRO DISPLAY’S negligence) at the point PRO DISPLAY was ready to deliver the Goods; (b) the Goods shall be deemed to have been delivered; and (c) PRO DISPLAY may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.8 The quantity of any consignment of Goods as recorded by PRO DISPLAY upon dispatch from PRO DISPLAY’S place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.9 Upon physical delivery of the Goods to the Buyer, the Buyer must inspect and check the condition and quantity of the Goods delivered before signing the delivery note. The Buyer must not sign the delivery note if, following such inspection, the Goods are, in the Buyer’s reasonable opinion, of insufficient quantity or quality.
5.10 Subject to condition 5.9 above, PRO DISPLAY shall not be liable for any non-delivery or insufficient quantity of the Goods (“Non-Delivery”) (even if caused by PRO DISPLAY’S negligence) unless the Buyer gives written notice to PRO DISPLAY of the Non-Delivery within 24 hours of the date when the Goods were or where applicable, would in the ordinary course of events have been received.
5.11 Any liability of PRO DISPLAY for Non-Delivery of the Goods shall be limited to, at PRO DISPLAY’s option, replacing the Goods within a reasonable time or refunding the fee paid for such Goods.
5.12 In the event that you do not collect the Goods from PRO DISPLAY’s place of business and the Goods are dispatched into the possession of a third party (including without limitation a shipping or haulage company), the Buyer shall be supplied with the tracking details and shall be responsible for monitoring the consignment with the third party until completion of delivery. Packages sent internationally are subject to customs clearance and the Buyer acknowledges that the laws are different in every country and they often change. It shall be the Buyer’s responsibility to ensure the Goods are compliant with any and all such clearances as applicable.
5.13 In the event any Goods are held in customs for whatever reason, the Buyer agrees that it shall be responsible for contacting and dealing with the local customs office. Any duties, taxes, and related fees are the Buyer’s responsibility and shall be determined by the relevant customs office where applicable.
5.14 PRO DISPLAY shall not issue any refund for any Goods that are delivered and/or are received by the Buyer late due to the act or omission of a third party as this is out of the control of PRO DISPLAY.
5.15 If any Goods are held by customs, rejected or returned to PRO DISPLAY for any reason the Buyer acknowledges and agrees that it shall be responsible for all shipping and customs related charges. If the Goods are returned to PRO DISPLAY and the Buyer would like PRO DISPLAY to re-attempt shipping the Goods, it must submit such request in writing and, where PRO DISPLAY agrees to do so, the Buyer acknowledges and agrees that such shipping is at the Buyer’s own risk, and that the Buyer is responsible for all shipping charges and risk in the Goods.
5.16 If any Goods are held by customs and destroyed, PRO DISPLAY shall not issue a refund for the relevant Goods.
5.17 In respect of all deliveries of Goods, the Buyer must inform its ‘goods inwards’ department that deliveries must be checked at the time of receipt.
5.18 The Buyer agrees that it must:
(a) report to PRO DISPLAY any and all short deliveries of and/or damage to Goods within 24 hours of delivery.
(b) where applicable, indicate that the Goods are ‘damaged’ prior to signing to confirm delivery (if the Buyer has to sign for the Goods on a hand held device the Buyer must write damaged first and then its name).
Failure to comply strictly with the provisions of condition 5.17 and this condition 5.18, in whole or in part, shall mean that PRO DISPLAY shall not be held responsible for any shortage or damage found when the Goods are unpacked.
5.18 By signing the delivery note the Buyer is confirming that the Goods delivered are all compliant with the Goods Specification (except in relation to any latest defect which would not become aware on reasonable inspection) and the correct quantity of Goods have been delivered.
5.19 The Buyer shall be responsible for any and all taxes, customs clearances, duties and/or similar relating to the Goods and/or Services.
6. CONDITION OF GOODS
6.1 All samples, drawings, descriptive matter, specifications and advertising issued by PRO DISPLAY and any descriptions or illustrations contained in PRO DISPLAY’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 and this is not a sale by sample.
6.2 Subject to any additional warranty terms notified to the Buyer in writing in advance relating to the Goods and subject to 6.4 below, PRO DISPLAY warrants that:
(a) where applicable, the Goods will meet the Goods Specification in all material respects for the Warranty Period where the Goods are at all times stored, installed, used, maintained and handled in strict accordance with any and all written instructions provided or made available by PRO DISPLAY to the Buyer which relate to the usage, storage, maintenance or other handling of the Goods (the “Instructions”). PRO DISPLAY does not warrant or give any guarantees that that the Goods will meet the Goods Specification where the Buyer does not strictly comply with the Instructions; and/or
(b) where applicable, the Services will be performed using reasonable skill and care.
6.3 PRO DISPLAY does not warrant or give any guarantees that the Goods and/or Services will be fit for purpose and it shall be for the Buyer to determine that the Goods and/or Services, as applicable, are fit for the Buyer’s purpose prior to placing an Order.
6.4 Subject to clause 6.5 below where the Goods do not comply with the warranty given at 6.2(a) above, PRO DISPLAY shall at PRO DISPLAY’s option repair or replace such Goods (or the defective part) or refund the price paid by the Buyer for the relevant Goods provided:
(i) written notice of any defect in the Goods is given by the Buyer to PRO DISPLAY within 24 hours from the date of delivery of the same or, where the defect was not apparent on reasonable inspection of the Goods within 24 hours of discovery of the defect; and
(ii) notice of a defect is received by PRO DISPLAY within the relevant Warranty Period for the defective item of Goods ; and
(iii) the Goods have at all times been properly transported, stored, installed, handled, maintained and otherwise used in accordance with the Instructions prior to the discovery of the defect; and
(iv) the Goods have not been subject to any abnormal, improper or unauthorised use, modification or maintenance; and
(v) at PRO DISPLAY’s request, the Buyer provides a brief report and digital photos of the Goods to assist PRO DISPLAY in determining the nature of the defect; and
(vi) at PRO DISPLAY’s request, the Goods are returned to PRO DISPLAY at the Buyer’s cost for inspection in its original packaging to such address as PRO DISPLAY may indicate. The Buyer must ensure all returned Goods are fully insured during transit.
The Buyer agrees that, subject to 6.7 below, this shall be PRO DISPLAY’s sole liability in respect of a breach of the warranty given in condition 6.2(a) above; and PRO DISPLAY shall have no liability in respect of any defect which is not notified to PRO DISPLAY in accordance with this clause 6.4.
6.5 PRO DISPLAY shall have no liability to the Buyer in respect of a defect in Goods if it occurs as a result of fair wear and tear; willful damage; neglect; abnormal working conditions; failure by the Buyer or any third party to comply with the Instructions; or misuse or alteration or repair of the Goods without PRO DISPLAY’s prior express approval.
6.6 Any request to return Goods must be made to PRO DISPLAY in writing, which may in its sole discretion allow or refuse it. If a request is allowed an authorisation notice shall be issued to the Buyer and a returns number issued. No Goods will be accepted for return without a valid authorisation notice. All items to be returned must be securely packed together with all documents and accessories in the original packaging and with the returns number clearly stated.
6.7 In the event that the Services do not comply with the warranty given at condition 6.2(b) above, provided the Buyer notifies PRO DISPLAY in writing within 7 days of the date of the breach, PRO DISPLAY shall at its option refund the price paid by the Buyer for the relevant Services or re-perform the defective Services (or relevant part thereof). The Buyer agrees this shall be PRO DISPLAY’s sole liability in respect of a breach of condition 6.2(b).
7.1 This condition 7 sets out the entire financial liability of PRO DISPLAY (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of the Contract; any use made by the Buyer of the Goods and/or Services; any use made or resale by the Buyer of any Goods, or of any product incorporating any of the Goods; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
7.2 Nothing in these Terms and Conditions limits or excludes the liability of PRO DISPLAY for death or personal injury resulting from PRO DISPLAY’s negligence; or for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by PRO DISPLAY.
7.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.4 Subject to condition 7.2:
(a) PRO DISPLAY fully excludes all liability where the Buyer does not transport, use, store, install, maintain and otherwise deal with the Goods at all times in strict accordance with Instructions;
(b) PRO DISPLAY shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(c) PRO DISPLAY’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to:
(i) where the breach relates to the Goods, to the price paid or payable by the Buyer for the Goods to which the breach relates;
(ii) where the breach relates to the Services:
A) and the Services are provided for a fixed fee, to the fee paid or payable by the Buyer to PRO DISPLAY in respect of the defective Services; or
B) and the Services are provided on a time and materials basis and the breach occurs within 12 months (a “Year”) of the date of the Contract, to the amount paid or payable by the Buyer in respect of the Services to which the breach relates from the date of the Contract to the date of the breach; or
C) where the breach relates to the Services and the breach occurs in the second or any subsequent Year of the Contract, to the amount paid or payable by the Buyer in respect of the Services to which the breach relates in the 12 months prior to the date of the breach.
8. INTELLECTUAL PROPERTY
8.1 The Buyer acknowledges that any and all patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, copyright, rights in designs and any other intellectual property rights, in each case whether registered or unregistered which subsist now or in the future, in any part of the world (“Intellectual Property”) in or relating to the Goods, the Services, PRO DISPLAY and / or PRO DISPLAY’s business belong solely to PRO DISPLAY and shall remain entirely in PRO DISPLAY’s ownership. Nothing said or done by either party shall constitute the transfer of any such rights.
8.2 Where PRO DISPLAY gives its express prior written consent, the Buyer shall have a non-exclusive, non-sublicensable, revocable licence to use certain Website graphical images solely for the purpose of promoting, advertising and selling the Products. The Buyer acknowledges and agrees that PRO DISPLAY shall be entitled to terminate such licence at any time with immediate effect upon giving the Buyer written notice.
8.3 In the event the Buyer at any time creates or uses any images of or relating to the Goods in whole or in part, the Buyer hereby grants PRO DISPLAY a non-exclusive worldwide perpetual royalty-free, sub-licensable licence to use such images.
8.4 Any and all copyright or other Intellectual Property in any software supplied with or as part of the Goods or in the course of supplying the Services (“Software”) shall at all times remain the property of PRO DISPLAY or its licensors (as appropriate). Unless otherwise agreed in writing, the Buyer shall:
(a) only use the Software for the purpose intended under the Contract;
(b) not be entitled to sub-licence or assign its rights to the Software in whole or in part; and
(c) not modify, copy, reverse engineer, decompile or otherwise deconstruct or amend the Software in whole or in part except to the extent permitted by law.
8.5 All copies of Software supplied to end-users are and must be supplied under the terms of the
applicable end-user license which the Buyer agrees it shall and shall ensure the end user (where applicable) shall at all times comply with.
9. NO WAIVER
PRO DISPLAY’s failure or delay to insist upon strict performance of any provision of these Terms and Conditions shall not be deemed to be a waiver of its rights or remedies, or a waiver by it of any subsequent default by the Buyer in the performance of or compliance with any of the provisions of these Terms and Conditions. No single or partial exercise of such right or remedy shall preclude or restrict further exercise of that or any other right or remedy.
Unless otherwise agreed in writing by PRO DISPLAY the Buyer may not assign either the benefit or the burden of a Contract with PRO DISPLAY. PRO DISPLAY may at any time sub-contract or assign, in whole or in part any of its rights or obligations under a Contract.
11. RELATIONSHIP OF THE PARTIES
Under these Terms and Conditions both PRO DISPLAY and the Buyer are independent contractors and acknowledge that neither of them is an agent or partner of the other for any other purposes or has authority to act, or hold itself out as acting, on behalf of the other.
12. FORCE MAJEURE
12.1 PRO DISPLAY shall not be under any liability whatsoever for any delay or non-performance in whole or in part of its obligation under any Contract with the Buyer, which is a result (whether directly or indirectly) of any act of God, strike, lock out, fire, flood, inability to obtain materials, breakdown, delay of supplier or carrier, government act and/or regulation or any cause beyond its control (“events of force majeure”).
12.2 PRO DISPLAY reserves the right to supply alternative goods if the Goods ordered cannot reasonably be obtained because of the events of force majeure but the Buyer within ten days of receipt of notice that alternative goods are being supplied may cancel the Order by notice in writing to PRO DISPLAY. If no such cancellation is received the Buyer will be obliged to accept the alternative goods as if they were the Goods.
12.3 If the events of force majeure persist beyond a period of 6 months, either party shall be entitled to cancel the Contract by giving a written notice to the other party within ten days after the expiry of the 6 months period.
13. TERMINATION PROVISIONS
13.1 The Contract shall remain in effect unless terminated in accordance with these Terms and Conditions.
13.2 Either party may (without prejudice to any other rights) forthwith terminate the Contract by written notice to the other:
(a) if the other commits a material breach of any provision of the Contract which is not capable of remedy;
(b) if the other commits a material breach of any provision of the Contract and fails to remedy such breach within 30 days of receipt of a notice from the innocent party specifying the breach; or
(c) if the other party becomes bankrupt insolvent compounds with its creditors or shall have distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a bona fide reconstruction) or shall have a receiver administrative receiver or administrator appointed of the whole or any part of its assets or shall suffer the appointment of any similar person under the laws of its domicile.
13.3 PRO DISPLAY shall be entitled to terminate the Contract on 30 days prior written notice or with immediate effect in the event the Buyer undergoes a change of Control. For the purpose of this condition 13.3, “Control” means in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person (or persons): (i) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or (ii) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate, and a Change of Control occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it.
13.4 Subject to condition 7.2 PRO DISPLAY shall not be liable to the Buyer in respect of termination damages of any kind, including but not limited to damages because of loss of prospective profits or because of expenditures, investments, leases or any other types of commitments made in connection with the business of the Buyer.
13.5 Termination of the Contract by either party shall automatically cancel all open Orders., subject to condition 1.5
13.6 where credit has been given to the Buyer by PRO DISPLAY, termination of the Contract shall automatically accelerate the due date of all invoices for PRO DISPLAY Goods and/or Services, as applicable so that they shall become immediately due and payable on the effective date of termination, even if longer terms had been provided previously.
14. GOVERNING LAW
These Terms and Conditions are all Contracts subject to these Terms and Conditions shall in all respects be governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.
15. WHOLE AGREEMENT
15.1 The Contract contains the whole agreement between the parties and supersedes any prior written or oral agreement between them in relation to its subject matter and the parties confirm that they have not entered into the Contract upon the basis of any representations that are not expressly incorporated into the Contract. No oral explanation or oral information given by any party shall alter or affect the interpretation of the Contract. Nothing in the Contract shall limit or exclude either party’s liability in respect of death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
16.1 In the event that any provision of the Contract is declared by any judicial or other competent authority to be void voidable illegal or otherwise unenforceable or indications of this are received by either of the parties from any relevant competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of PRO DISPLAY, it may be severed from the Contract and in either event the remaining provisions of the Contract shall remain in full force and effect.
17. THIRD PARTY RIGHTS
17.1 The Contract does not create any right for any person who is not a party to it to enforce any term of the Contract under the Contract (Rights of Third Parties) Act 1999.
In accordance with condition 1.1 above, placing an Order will amount to the Buyer’s acceptance of these Terms and Conditions.