Please read these Terms and Conditions carefully. All contracts that We may enter into from
time to time, for the provision of the Works and/or supply of Goods, shall be governed by these
Terms and Conditions.

1. Definitions & Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions.

1.1. Definitions

Business Day means a day other than a Saturday, Sunday or public holiday in England,
when banks in London are open for business.
Charges means the charges payable by You for the provision of the Works and supply of
Goods as set out in these Terms and in the Estimate.
Contract means the agreement between Us and You for the provision of the Works and
supply of Goods in accordance with these Terms.
Deposit means a part payment of the Charges as set out in clauses 6.1-6.2 and in the
Estimate.
Estimate means the written estimate provided by Us to You detailing the estimated
charges for the provision of the Works and supply of Goods that You wish to purchase
from Us.
Goods means the goods or materials supplied to You as set out in the Estimate or
otherwise advised to You.
Order means Your order for the provision of the Works and supply of Goods.
Terms means the terms and conditions as set out in this document amended from time
to time in accordance with clause 18.13.
We/Us/Our means GTR Porsche Specialist Ltd, a private limited company registered in
England and Wales under company no. 14011884, with its registered office at Unit 2,
Brunel Gate, Andover, SP10 3SL.
You/Your means the person, company or organisation has instructed Us to carry out the
Services and/or supply Goods.
Works means the provision of restoration and/or repairs to Your vehicle by Us, as set out
in the Estimate, and in accordance with these Terms.

1.2. Interpretation:

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 its personal representatives, successors and
permitted assigns.
1.2.3. A reference to a statute or statutory provision is a reference to it as amended
or re-enacted. A reference to a statute or statutory provision includes all
subordinate legislation made under that statute or statutory provision.
1.2.4. Any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those
terms.
1.2.5. A reference to writing or written includes email, fax and messenger service.

2. How We can be contacted

2.1. We are:-
GTR Motorsport Porsche Specialist Ltd
2.2. We can be contacted on
Email address: admin@gtrmotorsport.com
Telephone number: 01264 748100
Or at:
Unit 2,
Brunel Gate,
Andover,
SP10 3SL

3. How a Contract is formed

3.1. These Terms shall form the basis of the Contract between Us and You in relation
to the provision of Works and supply of Goods, to the exclusion of all other terms
and conditions including Your standard conditions or any other conditions which
You may purport to apply under any purchase order or confirmation of order or any
other document, if applicable.
3.2. All Orders for provision of the Works and supply of Goods shall be deemed to be
an offer by You to purchase the Works and Goods from Us pursuant to these Terms.
3.3. In response to an Order, We will provide You with an Estimate.

3.4. The Estimate shall only be deemed to be accepted when You confirm acceptance
of the Estimate, at which date the Contract shall come into existence.
3.5. Commencement of the Works and supply of Goods shall be deemed to be
conclusive evidence of Your acceptance of these Terms.
3.6. Either party may request or propose amendments to the Order or Estimate. Any
proposed amendments must be made in writing and agreed by both parties.
3.7. Any descriptions or imagery and illustrations (whether displayed on Our website, in
either online or offline marketing materials, social media, price lists or otherwise)
are provided only as a general guide to the works, services and goods provided by
Us. No part of these shall form part of the Contract or have any contractual force
unless stated otherwise in the Estimate.
3.8. We reserve the right to refuse Your Order. Only Our authorised representatives
have the right to agree to carry out the provision of Works and supply of Goods for
You.

4. Provision of Works and supply of Goods

4.1. We shall provide the Works and the Goods to You in accordance with the Contract
in all material respects.
4.2. We shall use reasonable endeavours to meet any performance dates for the
provision of the Works and supply of Goods, but any such dates shall be estimates
only and time shall not be of the essence for the performance of the Works or supply
of the Goods.
4.3. Any Estimate issued by Us is valid for a maximum period of 30 days from its date,
unless withdrawn by Us earlier.
4.4. We shall have the right to make any changes to the Works or Goods supplied which
are necessary to comply with any applicable law or safety or regulatory requirement,
or which do not materially affect the nature or quality of the Works, and We shall
notify You in any such event.
4.5. We reserve the right to sub-contract the fulfilment of the Works or any part thereof.
4.6. If, due to circumstances beyond Our control, including those set out in clause 18.1,
We have to make any change in the provision of the Contract, We will notify You
immediately. We will use reasonable endeavours to keep any such changes to a
minimum.

5. Risk & Title to Goods

5.1. Risk of damage to, or loss of, any Goods will pass to You when the Goods are
delivered to You, i.e. when the Goods are delivered to an address You have

provided, when they are collected by You, or if the Goods are provided as part of
the Works when Your vehicle is collected from Us.
5.2. Title to the Goods shall pass to You upon receipt of full payment of the Charges to
Us. If full payment is not made by You within the payment terms set out in the
invoice (and including interest and costs), We reserve the right, upon providing
written notice to You, to demand the return of or to collect any Goods ourselves.
5.3. Until title passes You shall: -

5.3.1. hold the Goods as bailee for Us and shall store or mark them so that they can
at all times be identified as Our property;
5.3.2. notify Us immediately if You are a company and You becomes subject to any
of the events listed in clause 15.3.1; and
5.3.3. provide Us with such information relating to the Goods as We may require
from time to time.

5.4. We may at any time before title passes and without any liability to You:

5.4.1. repossess and dismantle and use or sell all or any of the Goods and by doing
so terminate Your right to use, sell or otherwise deal in them;
5.4.2. for that purpose (or determining what if any Goods are held by You and
inspecting them) enter any premises of or occupied by You; and
5.4.3. seek a court injunction to prevent You from selling, transferring or otherwise
disposing of the Goods.

5.5. We may maintain an action for the price of any Goods notwithstanding that title in
them has not passed to You.

6. Charges and payment

6.1. The Charges for the Works and Goods are as set out in the Estimate.
6.2. We may request that You pay a Deposit before We commence the Works and/or
order any Goods for You. A request for a Deposit will be set out in the Estimate.
6.3. Estimates are not fixed price quotations or firm prices unless specifically stated. The
Estimate is an assessment of the minimum costs payable by You for the Works and
Goods, normally based firstly on your description of the Works You require to be
carried out by Us. A visual inspection of Your vehicle will then by carried out by Us
and any amendments to the Estimate will be provided by Us to You in writing.
6.4. We will charge a handling charge for Goods purchased for You either at Your
request or as part of the Works, at a rate of 15% of the value of the Goods
purchased.
6.5. All Charges are subject to VAT at the current rate.
6.6. All payments must be made in British Pounds unless otherwise agreed in writing.

6.7. We reserve the right, by giving notice to You at any time, to increase the Estimate
and Charges at any time during the Contract due to any event or factor beyond Our
control including but not limited to:

6.7.1. Any variation of duties or increase in the costs of materials, labour, equipment
hire or transport;
6.7.2. Any foreign exchange fluctuations, increases in taxes and duties, and increases
in labour, materials, equipment hire, transport or other manufacturing costs;
6.7.3. Any price increase levied upon Us by a third-party supplier;
6.7.4. Any change in the Order requested by You;
6.7.5. Any additional works and goods deemed necessary by Us, which were
unforeseen at the time of the Estimate;
6.7.6. Any delay caused by You;
6.7.7. Any discernible error in the Estimate at the time it was prepared.

6.8. We shall invoice You as and when payments are due.
6.9. You shall pay each invoice submitted by Us immediately upon receipt by direct bank
transfer only to Our bank account, details of which are set out in Our invoice(s).
6.10. If You fail to make a payment due to Us under the Contract by the due date, then,
without limiting Our remedies under clause 15 (Termination), You shall pay interest
on the overdue sum from the due date until payment of the overdue sum, whether
before or after judgment. Interest under this clause 6.10 will accrue at a rate of 4%
per annum above the base lending rate of the Bank of England from time to time on
the amount outstanding until payment is received in full. Such interest shall accrue
after as well as before any judgment.
6.11. We also reserve the right to recover any debt collection costs, including legal and
court fees from You.
6.12. All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of
tax as required by law).

7. Storage

7.1. Circumstances may arise which mean We are required to provide storage of Your
vehicle and/or parts for You. These circumstances include, but are not limited to: -

7.1.1. You may decide to delay the Works;
7.1.2. there may be a delay in You providing Us with information or anything else that
is necessary for Us to provide the Works and/or Goods;
7.1.3. there may be a delay in a third party providing Us with information or anything
else that is necessary for Us to provide the Works and/or Goods; or
7.1.4. You have not collected Your vehicle within 14 days of being advised of
completion of the Works in breach of clause 11.1.5.

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7.2. If clause 7.1 applies then we will provide you with 7 days’ written notice that storage
charges will begin to accrue.

7.3. Storage will be charged at a rate of £35.00 plus VAT per day and is payable on
demand.
7.4. Our rights in relation to clauses 6.10 and 6.11 shall apply in relation to these storage
charges.

8. Lien

8.1. Until all Charges that are due and owing to Us are paid in full, including all payments
set out in clause 6 and clause 7, You acknowledge that We shall have a lien upon any
vehicle in Our possession whether the debt owed by You relates to that particular
vehicle or not.
8.2. If You have failed to pay Our Charges and we have been providing storage for Your
vehicle, as set out in clause 7, more than 3 calendar months, We may sell Your vehicle
upon 14 days’ written notice to You.
8.3. You agree that if Your vehicle is sold in accordance with clause 8.2, upon such sale,
title in the vehicle shall be transferred to the purchaser. We agree that We shall pay
the balance of the proceeds of sale to You after deducting all Charges due to us under
clause 8.1, the Contract and these Terms generally.

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9. Warranties

9.1. We warrant that the Works carried out by Us will be free of defects in workmanship
for a period of 6 months or 6,000 miles, whichever occurs sooner, from the date of
completion of the Works.
9.2. Our warranty will become null and void if the vehicle, which is subject to the Works,
is: -

9.2.1. subject to misuse or negligence;
9.2.2. used otherwise than for private or commercial use by You or other users with
Your permission;
9.2.3. not serviced in accordance with the manufacturer’s recommendations;
9.2.4. used otherwise in accordance with the manufacturer’s recommendations; and
9.2.5. repaired, modified or tampered with by anyone other than Us.

9.3. Any Goods supplied by Us may be subject to a warranty supplied by the
manufacturer or supplier. We will inform You if You may benefit from any
manufacturer or supplier’s warranty.

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10. Faulty Work, Returns & Refunds

10.1. We warrant that the Works will be carried out with reasonable care and skill.
10.2. If the Works include metal and/or paintwork repairs, We will notify You when Works
have been completed and Your Vehicle is ready to be collected. On collection of
Your vehicle, either by You or someone appointed by You (i.e. a transporter), You,
or the person appointed by You to collect, will be asked to inspect the Vehicle

(You/they may bring a third party with you if you wish) and sign to confirm You are
happy and satisfied with the Works carried out. If You have appointed a third party
to collect the vehicle on Your behalf, You authorise that third party to inspect the
vehicle and confirm they are happy and satisfied with the Works carried out on Your
behalf. Once the vehicle has been collected and has left Our premises, We will be
unable to deal with any complaint in relation to metal and/or bodywork repairs. We
are not in control of how You, or any third party, may treat or handle the metal or
paintwork once it has left our premises and therefore cannot accept any
responsibility for the condition of the metal or paintwork of the vehicle once collected
from Us.
10.3. On completion of the Works, which are not metal or paintwork repairs, You should
inspect the Works without delay, and within at least 48 hours of collecting Your
vehicle from Us. If on inspection You find any fault or defect with the Works and/or
Goods You should notify Us in writing immediately.
10.4. Subject to clause 10.3, the exclusions listed in clause 10.8 below, and You having
paid the Charges in full unless otherwise agreed, We agree to repair any defect in
the Works if the defect appears within six months of completion of the Works, and
if any such defect arises from a breach of Our obligations under this contract.
10.5. You should notify Us in writing of any defects within six months of completion of the
Works and We must be given the opportunity to inspect the Works and any alleged
defects.
10.6. If, following the inspection, it is apparent that the alleged defect has not been caused
by the Works carried out by Us, We have the right to charge You a reasonable fee
for the inspection.
10.7. If You are unable to supply adequate proof that We carried out the Works, or if full
payment of the Charges has not been made, We reserve the right not to carry out
any repairs.

10.8. We do not agree to carry out repairs of defects as set out in clause 10.3 if the defect:-

10.8.1. relates to any Goods supplied by Us which are covered by a manufacturer’s or
supplier’s warranty;
10.8.2. is the result of misuse, faulty workmanship or intentional cause by You, or any
other third party who were engaged or directed by You; and
10.8.3. relates to Works carried out by Us at Your direction but against Our advice.

Clauses 11.8.-11.15 APPLY TO CONSUMERS ONLY

10.9. We are able to issue a refund in relation to the provision of Works and/or accept
returns of Goods and issue a refund, in the following circumstances: -

10.9.1. in accordance with Your statutory cancellation rights as set out in clause 14; or
10.9.2. where We have breached Your legal rights as set out in clause 13.5.3; or
10.9.3. if You do not accept any changes made by Us to Your Order as set out in
clauses 4.4 and 4.6; or

10.9.4. if You does not accept any amendment to these Terms in accordance with
clause 18.13.

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10.10. Our process for dealing with returns and refunds in accordance with Your statutory
cancellation rights is set out in clause 14.
10.11. If You wish to receive a refund for the reasons set out in clauses 10.8.3 and/or
10.8.4 above, You must inform Us of Your request in writing within 7 days of Us
notifying You of the changes and/or amendments. If applicable You must arrange
for the Goods to be returned to Us within 7 days of You notifying Us of its request
for a refund.
10.12. We will then consider Your request for a refund for the reasons set out in clauses
10.8.3 and/or 10.8.4 above, consider whether any part of the Works have already
been provided and examine the returned Goods, if applicable. We will notify You of
Your refund within a reasonable period of time. We will usually process the refund
due to You as soon as possible and, in any case, within 14 days of the day We
confirm to You that You are entitled to a refund. We will refund You using the same
method You used to make the payment.
10.13. If You wish to receive a refund for the reasons set out in clauses 10.8.2, You must
promptly notify Us in writing of any breach of Your legal rights and allow Us to
investigate the matter.
10.14. If the breach is in relation to Goods, for example if the Goods are not of satisfactory
quality, are not reasonably fit for purpose and/or do not match the description of the
Goods provided to You, You have the right to;

10.14.1. reject the Goods within 30 days of the date of delivery;
10.14.2. a replacement of the Goods; and
10.14.3. a price reduction or a final right to reject.

10.15. If the breach is in relation to Works You must allow Us to inspect the results of those
Works and, if those Works do not meet that standard, We may re-perform those
Works. If We are unable to re-perform those Works within a reasonable time and
without significant inconvenience to You, or if it would be impossible to re-perform
the Works in conformity with the Contract, then You will be entitled to request a price
reduction.
10.16. If You are entitled to a refund, or a price reduction, in accordance with clause 10.8.2
We will usually process the refund due to You as soon as possible and, in any case,
within 14 days of the day We confirm to You that You are entitled to a refund. We
will refund You using the same method You used to make the payment.

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11. Your Responsibilities

11.1. You are responsible for:-

11.1.1.ensuring that the terms of the Order are complete and accurate;
11.1.2.co-operating with Us in all matters relating to the Contract;

11.1.3.providing Us with such information as We may reasonably require to perform
Our obligations under the Contract;
11.1.4.making payment of the Charges as they fall due in accordance with clauses 6
and 7; and
11.1.5.collecting Your vehicle from Us within 14 days of being advised by Us that the
Works have been completed.

11.2. You authorise Us to undertake reasonable mileage of your vehicle, which is subject
to the Works, to road test such vehicle for the purposes of diagnosis, repair and
testing.
11.3. If Our performance of any of Our obligations under the Contract is prevented or
delayed by any act or omission by You or failure by You to perform any relevant
obligation as set out in clause 11.1 (Your Default):

11.3.1.without limiting or affecting any other right or remedy available to Us, We shall
have the right to suspend provision of the Works until You remedy Your Default
and to rely on Your Default to relieve Us from the performance of any of Our
obligations to the extent Your Default prevents or delays Our performance of
any of its obligations;
11.3.2.We shall not be liable for any costs or losses sustained or incurred by You
arising directly or indirectly from Your failure or delay to perform any of Your
obligations as set out in clause 11.1; and
11.3.3.You shall reimburse Us on written demand for any costs or losses sustained or
incurred by Us arising directly or indirectly from Your Default.

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12. Insurance

12.1. If we are instructed to provide Works and/or Goods in relation to an insurance claim
You (or the policyholder if he/she is not the same person) must sign any documents
required by the insurer to be signed to authorise payment to Us for the Works and/or
Goods.
12.2. We shall not be responsible for any delay caused by the insurer. We shall not be
responsible for any delay in the completion of the Works and/or Goods and/or
returning the vehicle to you where that delay arises out of any actions of the insurer
including, but not limited to, the withholding of payment.
12.3. You remain liable for payment to Us. For the avoidance of doubt, if the insurer of
the vehicle does not pay Us in full for the Works and/or Goods, You will remain liable
for any unpaid amounts and agree to pay Us on demand for any such sums.

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13. Our Liabilities – PLEASE READ THIS SECTION CAREFULLY

13.1. Vehicles and their accessories and contents are left at Our premises, for Us to carry
out the Works, at Your risk. We will only be responsible for loss or damage to Your
Vehicle that is caused by Our negligence. You are advised to remove any items of
value from Your vehicle not related to the Works.

13.2. We will not be responsible for the cost of repairing any pre-existing faults or damage
to your vehicle that we discover whilst performing the Works.
13.3. We will not be responsible for any loss or damage caused by Works that You instruct
Us to carry out by You against Our written advice, unless caused by Our negligence.

CLAUSES 13.4-13.6 APPLY TO CONSUMERS ONLY
13.4. If We breach these Terms in any way, We are responsible for any loss or damage
You may suffer that is a foreseeable result of Us breaching the Contract or Us failing
to use reasonable care and skill, but We are not responsible for any loss or damage
that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it
will happen or if, at the time the Contract was made, both Us and You knew it might
happen, for example, if You discussed it with Us before the Contract was formed.
13.5. We do not exclude or limit in any way Our liability to You where it would be unlawful
to do so. This includes but is not limited to liability for: -

13.5.1. death or personal injury caused by Our negligence or the negligence of Our
employees, agents or subcontractors;
13.5.2. fraud or fraudulent misrepresentation;
13.5.3. a breach of Your legal rights in relation to the Works and/or Goods including
that:-

(i) Goods must be of satisfactory quality;
(ii) Goods must be fit for purpose;
(iii) Goods must be as described; and
(iv) Works must be performed with reasonable care and skill.

13.6. If We breach these Terms in any way, Our total liability to You shall not exceed the
Charges paid by You under the Contract.
CLAUSES 13.7-13.11 APPLY TO BUSINESSES ONLY
13.7. The restrictions on liability in clauses 13.8 apply to every liability arising under or in
connection with the Contract including liability in contract, tort (including
negligence), misrepresentation, restitution or otherwise.
13.8. Nothing in these Terms shall limit or exclude Our liability for:

13.8.1. death or personal injury caused by Our negligence, or the negligence of Our
employees, agents or subcontractors;
13.8.2. fraud or fraudulent misrepresentation;
13.8.3. breach of the terms implied by section 2 of the Supply of Goods and Services
Act 1982 (title and quiet possession);
13.8.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title
and quiet possession); or
13.8.5. defective products under the Consumer Protection Act 1987.

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13.9.Subject to clause 13.8: -

13.9.1. We shall under no circumstances whatsoever be liable to You, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
for:

(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to reputation or goodwill; and
(vii)indirect or consequential loss.
arising under or in connection with the Contract.

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13.10. Our total liability to You 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 total of the
Charges payable by You to Us under the Contract.
13.11. 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.

13.12. This clause 13 shall survive termination of the Contract.

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14. Cancellation – FOR CONSUMERS ONLY

14.1. The Consumer Contracts (Information, Cancellation and Additional Charges)
Regulations 2013 provide consumers with a legal right to change their mind when
purchasing goods or services either online or over the telephone. You do not need
to provide any reason for the cancellation.
Services
14.2. If You are a consumer and have instructed Us to carry out Works via Our website,
by email or over the telephone then You may cancel the Contract at any time within
14 Business Days, beginning the day after the Contract was formed, this will
normally be the day after the date You confirm acceptance of the Estimate (see
clause 3.4).
14.3. To cancel a Contract You must inform Us in writing, please find Our contact
information at clause 2.
14.4. If You request that the Works start within the 14-day period, set out in clause 14.2,
then You will still maintain Your right to cancel but may incur a charge for the Works
that have been provided up until the point of cancellation. If, at Your request, the
Works have been provided in full within the 14-day period then Your right to cancel
may be lost.

14.5. If You cancel the Contract in accordance with clause 14.2, and no part of the Works
have commenced, You will receive a full refund of any Charges paid for the Works
within 14 days from the date You inform Us that You want to cancel the Contract.
We will refund You using the same method You used to make the payment.
Goods
14.6. If You are a consumer and have purchased Goods via Our website, by email or over
the telephone then You may cancel the Contract at any time within 14 Business
Days, beginning the day after the Goods are delivered, or the day You make
payment of a deposit, if applicable. If the Goods are split into several deliveries
over different days, You have until 14 Business Days after the day You (or someone
You nominates) receive the last delivery to change Your mind about the Goods.
14.7. To cancel a Contract for the supply of Goods You must inform We in writing, please
find Our contact information at clause 2. You must also return the Goods to Us as
soon as reasonably practicable, and at Your own cost. You have a legal obligation
to take reasonable care of the Goods while they are in Your possession. If You fail
to comply with this obligation, We may have a right of action against You for
compensation.
14.8. If You cancel the Contract in accordance with clause 14.6 and subject to clause
14.7, You will receive a full refund of the charges for the Goods (including any
deposit and any delivery costs (only a sum equal to basic delivery costs will be
refunded)), within 14 days of either Us receiving the Goods back from You, or You
providing evidence of having returned the Goods (for example, a proof of postage
receipt from the post office), whichever is the sooner. If We offer to collect the
Goods, You will receive a refund within 14 days from the date You inform Us that
You want to cancel the Contract. We will refund You using the same method You
used to make the payment.
14.9. You are responsible for the cost of returning any Goods to Us, and any returns of
Goods are at Your own risk.

Exemptions to the right to cancel
14.10. You will not have the right to cancel the Contract under The Consumer Contracts
(Information, Cancellation and Additional Charges) Regulations 2013 if the following
applies:-

14.10.1. If the Goods are made to Your specification or are clearly personalised;
14.10.2. If the Goods become mixed inseparably with other items after their delivery;
and
14.10.3. If the Works are urgent repairs or maintenance.

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15. Termination

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15.1. The Contract shall continue until the Works (or any mutually agreed addition,
extension or variation thereof) have been provided, or until terminated otherwise
in accordance with this clause 15.
15.2. Without affecting any other right or remedy available to it, either party may
terminate the Contract with immediate effect by giving written notice to the other
party if the other party commits a material breach of its obligations under the
Contract and (if such breach is remediable) fails to remedy that breach within 14
days after receipt of notice in writing to do so.
15.3. Without affecting any other right or remedy available to it, We may terminate the
Contract with immediate effect by giving written notice to You if:

15.3.1. You, if a company, takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement
with its creditors (other than in relation to a solvent restructuring), being
wound up (whether voluntarily or by order of the court, unless for the purpose
of a solvent restructuring), having a receiver appointed to any of its assets
or ceasing to carry on business or, if the step or action is taken in another
jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;
15.3.2. You fail to pay or threaten not to pay any amount due under the Contract on
the due date for payment;
15.3.3. You, if a business, suspend, or threatens to suspend, or cease or threatens
to cease to carry on all or a substantial part of Your business;
15.3.4. there is a change of control, if You are a company; or
15.3.5. Your financial position deteriorates to such an extent that in Our opinion Your
capability to adequately fulfil Your obligations under the Contract have been
placed in jeopardy.

16. Consequences of Termination

16.1. On termination of the Contract You shall immediately pay to Us all of Our
outstanding unpaid invoices and interest and, in respect of Works and Goods
supplied but for which no invoice has been submitted, We shall submit an invoice,
which shall be payable by You immediately on receipt.
16.2. You shall return all of Our Goods which have not been fully paid for. If You fail to
do so, then We may enter your property or premises and take possession of them.
Until they have been returned, You shall be solely responsible for their safe
keeping and will not use them for any purpose not connected with this Contract.
16.3. Termination of the Contract shall not affect any rights, remedies, obligations and
liabilities of the parties that have accrued up to the date of termination, including
the right to claim damages in respect of any breach of the Contract which existed
at or before the date of termination or expiry.
16.4. Any provision of the Contract that expressly or by implication is intended to have
effect after termination shall continue in full force and effect.

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17. Data Protection

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17.1. All information We may hold for You will be held and processed in accordance with
the UK General Data Protection Regulation (UK GDPR).
17.2. You are referred to Our Privacy Notice which can be found Here.

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18. General Terms

Force Majeure

18.1. Neither party shall be in breach of the Contract nor liable for delay in performing
or failure to perform, any of its obligations under the Contract if such delay or failure
result from events, circumstances or causes beyond its reasonable control (a
Force Majeure Event). These include: (a) natural disasters or “acts of God,” such
as lightening, tornadoes, hurricanes, tsunamis, floods and earthquakes; (b)
manmade disasters, such as plant fires or floods; (c) war and civil issues, such as
riots, civil unrest, acts of terrorism; (d) labour disputes or strikes; (e) government
embargoes or other government actions affecting the supply chain; (f) power
outages or transportation issues; (g) epidemic, pandemic or quarantine; (h) third
party supply chain difficulties; and (i) and (j) all other causes whatsoever.
18.2. If the Force Majeure Event prevents We from providing any of the Works and
Goods for more than 14 days, We shall, without limiting its other rights or
remedies, have the right to terminate this Contract immediately by giving written
notice to You.
18.3. Clause 18.1 above shall not apply in respect of any failure or delay by You to make
any payment to We that falls due under the Contract.

Transfer
18.4. We may transfer Our rights and obligations under these Terms to another
organisation.
18.5. You may only transfer Your rights or Your obligations under these Terms to
another person if We agree to this in writing.

Entire Agreement
18.6. These Terms, the Order, and the Estimate, constitute the entire agreement
between You and Us.

Third Party Rights

18.7. The Contract is between You and Us. No other person shall have any rights to
enforce any of its terms.
18.8. Unless it expressly states otherwise, the Contract does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the
Contract.

Notices

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18.9. Any notice given to a party under or in connection with the Contract shall be in
writing and shall be sent to the postal address or email address set out in the Order
and Estimate.
18.10. This clause does not apply to the service of any proceedings or other documents
in any legal action or, where applicable, any arbitration or other method of dispute
resolution.

Severance

18.11. If a court finds part of these Terms invalid, illegal or unenforceable, the rest will
continue in force. Each of the clauses of these Terms operates separately. If any
court or relevant authority decides that any of them are unlawful, the remaining
paragraphs will remain in full force and effect.

Waiver

18.12. If We do not insist immediately that You do anything You are required to do under
these Terms, or if We delay in taking steps against You in respect of You breaching
the Contract, that will not mean that We waive any right or remedy We may have
against You under these Terms and it will not prevent Us taking steps against You
at a later date.

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Variation

18.13. We may amend these Terms from time to time. No variation of these Terms or
the Contract shall be effective unless it is agreed in writing and signed by the
parties (or their authorised representatives).

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Governing Law & Jurisdiction

18.14. The Contract and any dispute or claim arising out of or in connection with it shall
be governed by the law of England and Wales. Either party can bring legal
proceedings in respect of the Goods and/or Services in the English courts.

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