Terms and conditions of supply (premium)

Terms and conditions of supply (premium) contents

1. Definitions: definitions.
2. These Terms and Conditions
   : document exclusivity for products;
   Customer
   's documentation excluded from product contract;
   The Customer
    waives right to rely on own T&Cs.
3. Term: commencement of term; end of term: after product delivery and payment; each contract distinct (order form).
4. Supply: products to be delivered; products to be collected; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
5. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
6. Customer
   obligations:
   Customer
    not agent etc;
   Customer
    must not give product warranties etc;
   Customer
    must comply with laws etc; no reverse engineering of products; protection of first party reputation and goodwill.
7. No assignment or licence of Intellectual Property Rights: no assignment or licence of intellectual property rights.
8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
9. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
10. Confidentiality obligations:
    Supplier
    confidentiality undertaking;
    Customer
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
11. Publicity: limited public disclosures; limited public disclosures by 
    Supplier
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
12. Complaints:
    Supplier
     complaint handling.
13. Warranties: first party product warranties; exclusion of implied warranties and representations.
14. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.
15. Supplier
    Indemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap upon services contract.
17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
18. Termination: termination if force majeure prevents product supply; termination by first party upon breach; termination by second party upon breach; termination upon insolvency; termination upon non-payment.
19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
20. Notices: methods and deemed receipt of contractual notices; first party contact details for contractual notices; substitute contact details for notices.
21. Assignment: assignment by first party; assignment by second party.
22. No waivers: no unwritten waivers of breach; no continuing waiver.
23. Severability: severability of whole; severability of parts.
24. Third party rights: third party rights: benefit; third party rights: exercise of rights.
25. Variation: variation in writing and signed.
26. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
27. Law and jurisdiction: governing law; jurisdiction.
28. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

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