Conditions of Sale
Important Notes About Your Order
Basis Of Contract
Delivery Of Goods
Warranty And Guarantee
Title And Risk
Supply Of Services
New Accounts, Charges And Payment
Intellectual Property Rights
Limitation Of Liability
Consequences Of Termination
EIGHTSPACE TERMS AND CONDITIONS INCORPORATING PINNACLE FURNITURE, OFFICE PROFILE AND SANITISER STATION. PLEASE READ THE FOLLOWING TERMS & CONDITIONS CAREFULLY.
CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO SECTIONS 1.5 – 1.7 (ENTIRE AGREEMENT), 3.11 (DELIVERY & INSPECTION, 5.3 (TITLE), 7 (CUSTOMER’S OBLIGATIONS), 8
(NEW ACCOUNTS & PAYMENT), 11 (LIMITATION OF LIABILITY).
1.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
1.2 Eightspace may accept or reject an Order at its discretion. Rejection,including any communication that may accompany such rejection,shall not constitute a counter-offer capable of acceptance by the Customer.
1.3 No terms or conditions endorsed on, delivered with, or contained in the customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the contract except to the extent that Eightspace otherwise agrees in writing.
1.4 The Order shall only be deemed accepted when Eightspace issues written acceptance of the Order at which time and on which date the Contract shall come into existence (the Commencement Date).
1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Eightspace which is not set out in the Contract.
1.6 Any samples, drawings, descriptive matter or advertising issued by Eightspace and any descriptions of the Goods or descriptions of the Services contained in Eightspace’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They do not form part of the Contract.
1.7 These Conditions apply to the Contract to the exclusion of any other terms that might be implied by trade, custom, practice or course of dealing.
1.8 Any quotation given by Eightspace shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
1.9 All of these Conditions shall apply to the supply of both Goods and Services unless otherwise stated or is clear from the context.
1.10 No variation of these terms or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Eightspace
2.1 The Goods are as described in Eightspace’s catalogue or as may be otherwise described in the Goods Specification in the case of Goods made to order.
2.2 Whilst all reasonable care has been taken to ensure that the colour reproduction in Eightspace’s catalogue is accurate, due to the limitations of the printing process there may be some variation in colour to the Goods delivered. The Customer may request fabric swatches prior to completion of the Order to confirm colouring, failure to do so shall not entitle the Customer to reject the Goods on grounds of colour misdescription.
2.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer:
2.3.1 the Customer shall indemnify Eightspace against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Eightspace in connection with any claim made against Eightspace for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Eightspace’s use of the Goods Specification. This clause 2.3.1 shall survive termination of the Contract.
2.3.2 If the Customer seeks to change the Goods Specification after the Commencement Date Eightspace may at its option:184.108.40.206 Reject the proposed change and, in the absence of any other written agreement, terminate the Contract, refunding to the Customer any amount already paid by them, less any costs, financial commitments or expenses reasonably incurred by Eightspace in the execution of the contract
220.127.116.11 Accept the change and adjust the Contract price accordingly and, in the event that the Contract price increases, the Customer shall immediately pay that increase to Eightspace.2.3.3 Eightspace does not warrant fitness for purpose or compliance with regulations or standards of Goods manufactured to a Goods Specification supplied by the Customer.
2.4 Eightspace reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements but in the case of a Goods Specification supplied by the Customersole and exclusive responsibility for ensuring the compliance of the specification with any relevant statutory or regulatory requirement shall remain with the Customer at all times;
3.1 Unless otherwise agreed in writing, Eightspace shall deliver the Goods to the ground floor only of the location set out in the Order (Delivery Location).
3.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
3.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Eightspace 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 Eightspace with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4 Eightspace will use all reasonable endeavours to deliver the Goods or complete the Services by the date or dates agreed between the parties, but the Customer shall not be entitled to refuse delivery on account of any delay.
3.5 If Eightspace 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. Eightspace 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 Eightspace with adequate delivery instructions for the Goods or with any other instruction relevant to the supply of the Goods.
3.6 If the Customer fails to accept or take delivery of the Goods within 10 Business Days of Eightspace notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by Eightspace’s failure to comply with its obligations under the Contract in respect of the Goods: 3.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the eleventh Business Day following the day on which Eightspace notified the Customer that the Goods were ready; and
3.6.2 Eightspace shall store the Goods until delivery takes place, all related costs and expenses (including insurance) of such storage shall be paid by the Customer to Eightspace on demand. 3.7 If 20 Business Days after Eightspace notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, Eightspace may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs from the proceeds of sale, account to the Customer for any excess of the net proceeds over the price of the Goods or charge the Customer for any shortfall of the net proceeds below the price of the Goods, such shortfall being recoverable from the Customer as a debt.
3.8 The Customer shall not be entitled to reject the Goods if Eightspace delivers more or less than the quantity of Goods ordered.
3.9 Subject to a returns-fee of 35% of the order-price of the Goods, the Customer may return Goods listed in Eightspace’s catalogue within 28 days of delivery provided such Goods are unused and in the same condition as when delivered. Goods made to order or to the Customer’s specification, including but not limited to upholstered seating, cannot be returned by the Customer unless they suffer from a material defect.
3.10 Eightspace may deliver the Goods by instalments. Part payment of the contract price shall be made on delivery of each instalment. Any delay in delivery or defect in any one instalment shall not entitle the Customer to cancel or reject any other instalment.
3.11 The Customer is responsible for checking the quantity and condition of the Goods on each delivery and must notify Eightspace in writing of any discrepancy in quantity of the Goods delivered or of any damage to the Goods as delivered at the time of such delivery or, if delivery is accepted by the Customer unchecked, within 7 days of the delivery date
4.1 Eightspace warrants that on delivery, and for a period of 12 monthsfrom the date of delivery (Warranty Period), the Goods shall:4.1.1 conform in all material respects with their description andany applicable Goods Specification; and
4.1.2 be free from material defects in design, material andworkmanship.; and
4.1.3 be of satisfactory quality within the meaning of the Sale ofGoods Act 1979.4.2 Subject to clause 4.3, if:4.2.1 the Customer gives notice in writing during the WarrantyPeriod within a reasonable time (and in any event within 10Business Days) of discovery that one or more of the Goods donot comply with the warranty set out in clause 4.1;
4.2.2 Eightspace is given a reasonable opportunity to examine suchGood(s); and
4.2.3 the Customer (if asked to do so by Eightspace) returns suchGoods to Eightspace’s place of business at Eightspace’s cost,Eightspace shall, at its option and cost, repair or replace the defectiveGood(s), or refund the order-price of the defective Good(s) in full.4.3 Eightspace shall not be liable under this Clause 4 if:4.3.1 the Customer makes any further use of such Goods aftergiving a notice in accordance with clause 4.2;
4.3.2 the defect arises because the Customer failed to followEightspace’s oral or written instructions as to the storage,installation, commissioning, use or maintenance of the Goodsor (if there are none) good trade practice;
4.3.3 the defect arises as a result of any instruction, drawing,design or Goods Specification supplied by the Customer;
4.3.4 the Customer alters or repairs such Goods without thewritten consent of Eightspace;
4.3.5 the defect arises as a result of fair wear and tear, wilfuldamage, negligence, or abnormal working conditions;
4.3.6 the Goods differ from their description as a result of changesmade to ensure they comply with applicable statutory orregulatory standard;4.4 Except as provided in this clause 4, Eightspace shall have no liability tothe Customer in respect of the Goods’ failure to comply with thewarranty set out in clause 4.1 and all warranties and conditions(including the conditions implied by SS.13-15 of the Sale of Goods Act1979), whether express or implied by statute, common law orotherwise are excluded to the extent permitted by law.
4.5 The terms of these Conditions shall apply to any repaired orreplacement Goods supplied by Eightspace under clause 4.2.
5.1 The risk in the Goods shall pass to the Customer upon the Goods being delivered to the Delivery Location.
5.2 Title to the Goods shall not pass to the Customer until Eightspace has received payment in full (in cash or cleared funds) for:5.2.1 the Goods; and
5.2.2 any other goods that Eightspace has contracted to supply to the Customer and in respect of which any payment has become due.5.3 Until title to the Goods has passed to the Customer, the Customer shall: 5.3.1 hold the Goods on a fiduciary basis as Eightspace’s bailee;
5.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Eightspace’s property;
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Eightspace’s behalf from the date of delivery;
5.3.5 notify Eightspace immediately if it becomes subject to any of the events listed in clause 12.1.2; and
5.3.6 give Eightspace such information relating to the Goods as Eightspace may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business. 5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.2, or Eightspace reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Eightspace may have, Eightspace may at any time require the Customer to deliver up the Goods and, 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. A Good shall be deemed to be irrevocably incorporated into another product where the removal of such Good by a person suitably qualified for the required removal using reasonable skill and care would cause material damage to that other product; incorporation by electrical wiring, telecommunications connections, gas piping or plumbing shall not be deemed to be irrevocable
6.1 Eightspace shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
6.2 Eightspace shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 Eightspace shall have the right to make any changes to the Services, including suspension, 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 Eightspace shall notify the Customer in any such event.
6.4 Eightspacewarrants to the Customer that the Services will be provided using reasonable care and skill.
7.1 The Customer shall: 7.1.1 ensure that the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
7.1.2 co-operate with Eightspace in all matters relating to the Services;
7.1.3 provide Eightspace, its employees, agents, consultants and subcontractors, with safe access to: 18.104.22.168 the Delivery Location
22.214.171.124 their place of work at the Customer’s premises
126.96.36.199 other facilities and places as may be reasonably required by Eightspace to provide the Services; 7.1.4 provide Eightspace with such information and materials as Eightspace may reasonably require of them to complete the Services, and ensure that such information is accurate in all material respects;
7.1.5 prepare the Customer’s premises for the supply of the Services;
7.1.6 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
7.1.7 keep and maintain all Eightspace Materials at the Customer’s premises in safe custody at its own risk, maintain Eightspace Materials in good condition until returned to Eightspace, and not dispose of or use Eightspace Materials other than in accordance with Eightspace’s written instructions or authorisation. 7.2 If Eightspace’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission of the Customer or a failure of the Customer to perform any relevant obligation (Customer Default): 7.2.1 Eightspace shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default; non-payment by the due date for payment of any amount due to Eightspace shall be deemed an obstruction to Eightspace’s performance of its obligations in respect of the Services.
7.2.2 Eightspace shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Eightspace failure, delay or suspension of performance.
7.2.3 the Customer shall reimburse Eightspace on written demand for any costs or losses sustained or incurred by Eightspace arising directly or indirectly from the Customer Default.
8.1 Eightspace may set or vary credit limits in respect of the Customer from time to time and withhold further supplies, including contracted supplies, if the Customer exceeds its credit limit. The Customer agrees that Eightspace may itself or by a 3rd party credit check the Customer.
8.2 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in Eightspace’s published price list (+VAT) as at the date of delivery. The price of the Goods is exclusive of all costs and charges of transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
8.3 Each order of Goods over £500.00 (excluding VAT) shall be delivered free to the England mainland. For orders under £500.00 (excluding VAT) Eightspace shall charge a delivery fee of £50.00 plus VAT per Order. Deliveries to Northern Ireland, Scotland and offshore islands will be costed and charged separately.
8.4 Save where Eightspace agree a fixed price for Services, the charges for Services shall be on a time and materials basis: 8.4.1 the charges shall be calculated in accordance with Eightspace’s standard daily fee rates, as set out in the Service Specification;
8.4.2 Eightspace’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
8.4.3 Eightspace shall be entitled to charge an overtime rate of 150 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 8.4.2; and
8.4.4 Eightspace shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Eightspace engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Eightspace for the performance of the Services, and for the cost of any materials. 8.5 Eightspace reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Eightspace that is due to: 8.5.1 any factor beyond the control of Eightspace (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.5.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
8.5.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Eightspace adequate or accurate information or instructions in respect of the Goods. 8.6 Subject to clause 8.8, in respect of Goods, Eightspace shall invoice the Customer on or at any time after completion of delivery. In respect of Services, Eightspace shall invoice the Customer on completion of the work in arrears.
8.7 Subject to clause 8.8, the Customer shall pay each invoice submitted by Eightspace: 8.7.1 within 30 days of the date of the invoice; and
8.7.2 in full and in cleared funds to a bank account nominated in writing by Eightspace, and
8.7.3 time for payment shall be of the essence of the Contract. 8.8 Larger Orders will be invoiced according to the following payments schedule unless otherwise agreed in writing with Eightspace: 8.8.1 Goods Orders over £10,000 and up to £40,000 (excluding VAT) – 30% payment due with the order as deposit with the balance of 70% due within 30 days of completion of delivery;
8.8.2 Goods Orders over £40,000 (excluding VAT) – 30% payment due with the order as a deposit, 50% payment due on completion of delivery and 20% due within 30 days of completion of delivery;
8.8.3 Service Orders over £10,000 (excluding VAT) – 30% payment due with the order as a deposit, 30% payment due within 5 days of commencement of the Service at the Delivery Location and 40% due within 30 days of material completion of the Deliverables. 8.9 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Eightspace to the Customer, the Customer shall, on receipt of a VAT invoice from Eightspace, pay to Eightspace 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.
8.10 Without limiting any other right or remedy of Eightspace, if the Customer fails to make any payment due to Eightspace under the Contract by the due date for payment (Due Date), Eightspace shall have the right to charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.11 The Customer shall pay all amounts due under the Contract in full without any deduction, set-off, counterclaim or other withholding howsoever arising, except as required by law. Eightspace may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Eightspace to the Customer
9.1 Subject to Clause 9.2:9.1.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Eightspace.
9.1.2 The Customer acknowledges that, in respect of any thirdparty Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on Eightspace obtaining a written licence from the relevant licensor on such terms as will entitle Eightspace to license such rights to the Customer.9.2 Where the Customer has supplied the Goods Specification to Eightspace for manufacture, the Customer warrants that it has obtained or been granted all consents, licences or authorisations necessary for Eightspace to complete the Order.
10.1 A party (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 (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
10.2 For the avoidance of doubt, the Goods Specification, the Service Specification, the Order, all quotations and all plans, designs and drawings prepared by Eightspace are to be kept confidential by the Customer in accordance with clause 10.1.
10.3 If the Customer is a public authority or is otherwise subject to the provisions of the Freedom of Information Act 2005 (FOIA) and information provided by Eightspace to the Customer is the subject of a request under section 1 of FOIA then the Customer shall notify Eightspace of the request and provide Eightspacewith the opportunity to comment on whether that information falls within the confidentiality and commercial interests exceptions to disclosure under FOIA.
10.4 Eightspace shall be entitled to claim the full amount of any quotation or Order in the event of a breach of this clause 10.
10.5 This clause 10 shall survive termination of the Contract.
11.1 Nothing in these Conditions shall limit or exclude Eightspace’s liability for: 11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
11.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.5 defective products under the Consumer Protection Act 1987.11.2 Subject to clause 11.1: 11.2.1 Eightspace 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; and
11.2.2 Eightspace’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 price paid by the Customer for the Goods and/or Services. 11.3 Except as set out in these 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.
11.4 This clause 11 shall survive termination of the Contract.
12.1 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: 12.1.1 the other party has failed to make any payment under the Contract on the due date and such amount has remained unpaid 14 days after the date that Eightspace has given notification to the customer that the payment is overdue; or
12.1.2 a winding up petition is presented against the other party, or the other party goes into liquidation, makes a voluntary arrangement with its creditors, appoints or has appointed a receiver or administrator or is otherwise unable to pay its debts as they fall due or, if an individual, is the subject of a bankruptcy petition or dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation or 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 this clause 12.1.2.
12.1.3 The other party has an asset freezing or sequestration order made against it.12.2 Without limiting its other rights or remedies, Eightspace shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Eightspace if the Customer is in breach of any of the events listed in clauses 12.1.1 to 12.1.23.
On termination of the Contract for any reason:
13.1 the Customer shall immediately pay to Eightspace all of Eightspace’s outstanding unpaid invoices and interest and in respect of Goods and/or Services supplied but for which no invoice has yet been submitted, Eightspace shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.2 the Customer shall return all Eightspace Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Eightspace 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 this Contract;
13.3 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 or expiry; and
13.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14.1 Eightspace 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. If the Force Majeure Event prevents Eightspace from providing any of the Services and/or Goods for more than 12 weeks, Eightspace shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.2 Eightspace may at any time assign, transfer, charge, subcontract 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. The Customer shall not, without the prior written consent of Eightspace, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.3 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
14.4 A waiver of any right under the Contract is only effective if it is in writing and for consideration 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 preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.5 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
14.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.7 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Eightspace.
14.8 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
14.9 Subject to clause 14.10, no party may commence any court proceedings in relation to any dispute arising out of this agreement unless it has first attempted in good faith to settle the dispute through professional mediation or with the assistance of an independent expert assessor. Any mediation shall be conducted in good faith between the parties and in accordance with the CEDR Model Mediation Procedure. To initiate dispute resolution, one party must serve written notice of dispute on the other and request mediation or expert assessment as meets the case.
14.10 Clause 14.9 shall not apply to the collection of any debt owed to Eightspace by the Customer pursuant to this Contract.
15.1 the customer undertakes, warrants and represents that It shall notify Eightspace immediately in writing if it becomes aware or has reason to believe that it or any of its officers, employees, agents or subcontractors may have breached or potentially breached any of its obligations under the Modern Slavery Act 2015.
16.1 The customer shall not make or receive any bribe or other improper payment or advantage (“a Bribe”) or allow any such Bribe to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that no Bribe is made or received directly or indirectly on its behalf.
16.1 Personal details of individuals working for the Customer may be collected by Eightspace prior to and contemporaneous with the completion of the Contract (typically the individual’s name, the identity of their employer and their work contact details). This information will be kept safe and stored securely in electronic form until such time as it is no longer required or has no use, as detailed in the General Data Protection Regulations 2018. Eightspace may use this information to provide the individual with further information about Eightspace products and services or to assist with answering queries. Eightspace may also use this information to subscribe the individual to an email newsletter, for example, or to update its records of its contacts with the Customer. The personal details are not passed on to any third parties.
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 1.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.7.
Contract: the contract between Pinnacle and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Pinnacle.
Deliverables: the deliverables set out in the Order.
Delivery Location: has the meaning set out in clause 3.2.
Force Majeure Event: an event beyond the reasonable control of Pinnacle including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party 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.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Pinnacle.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Pinnacle’s quotation, as the case may be.
Pinnacle: Pinnacle Furniture, Enterprise House, Tinsley Lane North, Manor Royal Industrial Estate, Crawley, West Sussex, RH10 9TP
Pinnacle Materials: all materials, equipment, documents and other property of Pinnacle.
Services: the services, including the Deliverables, supplied by Pinnacle to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by Pinnacle to the Customer.