Lechler India Pvt Ltd.
Plot B-2, Main Road, Wagle Industrial Estate
Thane - 400604
Maharashtra – India
Ph.No: +91-22-40634444
lechler@lechlerindia.com
CIN : U29290MH1993PTC071587
GST : 27AAACL2921N1ZE
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TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES

Effective as of 01st September 2012

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1.INTERPRETATION
Definitions.
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday,
Sunday or a public holiday) when banks in London
are open for business and between 02nd January
and 24th December.
Commencement Date: has the meaning set out in
clause Error! Reference source not found..
Conditions: these terms and conditions as
amended from time to time in accordance with
clause 14.8. Contract: the contract between Lechler
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 Lechler.
Delivery timescale: as detailed in the Order
confirmation form.
Delivery Location: has the meaning set out in
clause 4.2
Force Majeure Event: has the meaning given to it
in clause 14.1
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
are agreed in writing by the Customer and Lechler.
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, as set out
in the Customer's purchase order form, or the
Customer's written acceptance of Lechler's
quotation,as the case may be. The Customer’s
purchase order form must include a customer order
number, invoice address, description of goods and
price. Our written Order confirmation or, in the event
of lack of such order confirmation, our offer shall be
relevant in determining the scope of delivery and/or
the service to be rendered.
Lechler: Lechler Limited registered in England and
Wales with company 01044217.
Lechler Materials: all documents, design drawings,
plans, books, manuals, materials, records,
correspondence, papers and information (on
whatever media and wherever located) created by
Lechler or provided by Lechler for its Customers or
any equipment or tooling owned by Lecher.
Services: any services supplied by Lechler to the
Customer.
Services Specification: the description or
specification for the Services provided in writing by
Lechler to the Customer.

2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer
to purchase Goods and/or Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted
when Lechler issues written acceptance of the Order
at which point and on which date the Contract shall
come into existence (“Commencement Date”).
2.3 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
Lechler which is not set out in the Contract.
2.4 Lechler’s employees or agents and affiliates are
not authorised to make any representations
concerning the Goods unless confirmed by Lechler
in writing in entering into the Contract the Customer
acknowledges that it does not rely on any such
representations which are not so confirmed.
2.5 Any samples, drawings, descriptive matter or
advertising issued by Lechler and any descriptions
of the Goods or illustrations or descriptions of the
Services contained in Lechler'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
shall not form part of the Contract or have any
contractual force
2.6 These Conditions apply to the Contract to the
exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied
by trade, custom, practice or course of dealing.
2.7 Any quotation given by Lechler shall not
constitute an offer, and is only valid for a period of
40 Business Days from its date of issue.
2.8 All of these Conditions shall apply to the supply
of both Goods and Services except where
application to one or the other is specified.

3. GOODS
3.1 The Goods are described in Lechler's catalogue
as modified by any applicable Goods Specification.
3.2 To the extent that the Goods are to be
manufactured in accordance with a Goods
Specification supplied by the Customer, the
Customer shall indemnify Lechler 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 reasonable
professional costs and expenses) suffered or
incurred by Lechler in connection with any claim
made against Lechler for actual or alleged
infringement of a third party's intellectual property
rights arising out of or in connection with Lechler's
use of the Goods Specification. This clause 0 shall
survive termination of the Contract.
3.3 Lechler reserves the right to amend the
specification of the Goods for the purpose of
upgrading the Goods or if required by any applicable
statutory or regulatory requirements.

4. DELIVERY OF GOODS
4.1 Lechler shall ensure that:
4.1.1 each delivery of the Goods is accompanied
By a delivery note which shows the date of the
Order, all relevant Customer and Lechler reference
numbers, the type and quantity of the Goods
(including the code number of the Goods, where
applicable), special storage instructions (if any)
and, if the Order is being delivered by instalments,
the outstanding balance of Goods remaining to be
delivered; and
4.1.2 if Lechler requires the Customer to return
any packaging material to Lechler, that fact is
clearly stated on the delivery note. The Customer
shall make any such packaging materials available
for collection at such times as Lechler shall
reasonably request. Returns of packaging
materials shall be at Lechler's expense.
4.2 Lechler shall deliver the Goods to the location
set out in the Order or such other location as Lechler
and the Customer may agree (“Delivery Location”)
at the time of Order acceptance.
4.3 Delivery of the Goods shall be completed on the
Goods' arrival at the Delivery Location in accordance
with Incoterms 2010.
4.4 Any dates quoted for delivery of the Goods are
approximate only, and the time of delivery is not of
the essence. Lechler 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
Lechler with adequate delivery instructions or any
other instructions that are relevant to the supply of
the Goods.
4.5 Lechler shall have no liability for any failure to
deliver the Goods to the extent that such failure is
caused by a Force Majeure Event the Customer's
failure to provide Lechler with adequate delivery
instructions for the Goods or any relevant instruction
related to the supply of the Goods.
4.6 Goods will be delivered in accordance with the
delivery timescale set out in the Order confirmation
form.
4.7 If the Customer fails to accept or take delivery of
the Goods within ten Business Days of Lechler
notifying the Customer that the Goods are ready,
then except where such failure or delay is caused by
a Force Majeure Event or by Lechler's failure to
comply with its obligations under the Contract in
respect of the Goods:
4.7.1 delivery of the Goods shall be deemed to
Have been completed at 9.00 am on the sixteenth
Business Day following the day on which Lechler
notified the Customer that the Goods were ready;
and
4.7.2 Lechler shall store the Goods until delivery
takes place, and charge the Customer for all
related costs and expenses (including insurance).
4.8 If twenty Business Days after Lechler notified the
Customer that the Goods were ready for delivery the
Customer has not accepted or taken delivery for
them, Lechler may resell or otherwise dispose of
part or all of the Goods, and, after deducting
reasonable storage and selling costs, account to the
Customer for any excess over the price of the Goods
or charge the Customer for any shortfall below the
price of the Goods.
4.9 Lechler may deliver the Goods by instalments,
which shall be invoiced and paid for separately.
Each instalment shall constitute a separate contract.
Any delay in delivery or defect in an instalment shall
not entitle the Customer to cancel any other
instalment.

5. QUALITY OF GOODS
5.1 Lechler warrants that on delivery, and for a
period of 24 months after Lechler's delivery,
(Warranty Period), the Goods shall:
5.1.1 conform in all material respects with their
description and any applicable Goods
Specification;
5.1.2 be free from material defects in design,
material and workmanship;
5.1.3 be of satisfactory quality (within the meaning
of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by Lechler.
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing during
the Warranty Period within a reasonable time of
discovery that some or all of the Goods do not c
comply with the warranty set out in clause 5.1;
5.2.2 Lechler is given a reasonable opportunity of
examining such Goods; and
5.2.3 the Customer (if asked to do so by Lechler)
returns such Goods to Lechler's place of business
at Lechler's cost,
Lechler shall, at its option, repair or replace the
defective Goods, or refund the price of the defective
Goods in full.
5.3 Lechler shall not be liable for the Goods' failure
to comply with the warranty in clause 5.1 if:
5.3.1 the Customer makes any further use of such
Goods after giving a notice in accordance with
clause 5.2;
5.3.2 the defect arises because the Customer
failed to follow Lechler's oral or written instructions
as to the storage, installation, commissioning, use
or maintenance of the Goods or (if there are none)
good trade practice;
5.3.3 the defect arises as a result of Lechler
following any drawing, design or Goods
Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods
without the written consent of Lechler in particular
the use of components from another manufacturer
or the use of unsuitable maintenance products or
accessories;
5.3.5 the defect arises as a result of fair wear and
tear, wilful damage, negligence, or abnormal
working conditions;
5.3.6 the Goods differ from the Goods
Specification as a result of changes made to
ensure they comply with applicable statutory or
regulatory standards.
5.4 Except as provided in this clause 5, Lechler shall
have no liability to the Customer in respect of the
Goods' failure to comply with the warranty set out in
clause 5.1.
5.5 The terms of these Conditions shall apply to any
repaired or replacement Goods supplied by Lechler
under clause 5.2

6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer
on completion of delivery.
6.2 Title to the Goods shall not pass to the
Customer until Lechler has received payment in full
(in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods that Lechler has supplied to
the Customer in respect of which payment has
become due.
6.3 Until title to the Goods has passed to the
Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as
Lechler's bailee;
6.3.2 store the Goods separately from all other
goods held by the Customer so that they remain
readily identifiable as Lechler's property;
6.3.3 not remove, deface or obscure any
identifying mark or packaging on or relating to the
Goods;
6.3.4 maintain the Goods in satisfactory condition
and keep them insured against all risks for their
full price on Lechler's behalf from the date of
delivery;
6.3.5 notify Lechler immediately if it becomes
subject to any of the events listed in clause 12.1.2
to clause 12.1.12; and
6.3.6 give Lechler such information relating to the
Goods as Lechler may require from time to time,
but the Customer may resell or use the Goods in
the ordinary course of its business.
6.4 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 to clause12.1.12,
or Lechler 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 Lechler may have, Lechler 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

7. SUPPLY OF SERVICES
7.1 Lechler shall provide the Services to the
Customer in accordance with the Service
Specification in all material respects.
7.2 Lechler shall use all reasonable endeavours to
meet any performance dates for the Services
specified in the Order, but any such dates shall be
estimates only and time shall not be of the essence
for the performance of the Services.
7.3 Lechler shall have the right to make any
changes to the Services which are necessary to
comply with any applicable law or safety
requirement, or which do not materially affect the
nature or quality of the Services, and Lechler shall
notify the Customer in any such event.
7.4 Lechler warrants to the Customer that the
Services will be provided using reasonable care and
skill.
7.5 The Customer shall:
7.5.1 ensure that the terms of the Order and (if
submitted by the Customer) the Service
Specification are complete and accurate;
7.5.2 co-operate with Lechler in all matters
relating to the Services;
7.5.3 provide Lechler, its employees, agents, and
affiliates, consultants and subcontractors, with
access to the Customer's premises, office
accommodation and other facilities as reasonably
required by Lechler to provide the Services;
7.5.4 provide Lechler with such information and
materials as Lechler may reasonably require to
supply the Services, and ensure that such
information is accurate in all material respects;
prepare the Customer's premises for the supply of
the Services;
7.5.5 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
7.5.6 keep and maintain all Lechler Materials left
at the Customer's premises in safe custody at its
own risk, maintain Lechler Materials in good
condition until returned to Lechler, and not
dispose of or use Lechler Materials other than in
accordance with Lechler's written instructions or
authorisation.
7.6 If Lechler's performance of any of its obligations
in respect of the Services is prevented or delayed
by any act or omission by the Customer or failure by
the Customer to perform any relevant obligation
(Customer Default):
7.6.1 Lechler shall without limiting its other rights
or remedies have the right to suspend
performance of the Services until the Customer
remedies the Customer Default, and to rely on the
Customer Default to relieve it from the
Performance of any of its obligations to the
Extent the Customer Default prevents or delays
Lechler’s performance of any of its obligations;
7.6.2 Lechler shall not be liable for any costs or
losses sustained or incurred by the Customer
arising directly or indirectly from Lechler's failure
or delay to perform any of its obligations as set out
in this clause 7.2; and
7.6.3 the Customer shall reimburse Lechler on
written demand for any costs or losses sustained
or incurred by Lechler arising directly or indirectly
from the Customer Default.

8. CHARGES AND PAYMENT
8.1 The price for Goods shall be the price set out in
the Order or, if no price is quoted, the price set out
in Lechler's price list as at the date of delivery. The
price of the Goods is exclusive of all costs and
charges of packaging, insurance, transport of the
Goods, which shall be paid by the Customer when it
pays for the Goods.
8.2 The charges for Services shall be on a time and
materials basis
8.2.1 the charges shall be calculated in
accordance with Lechler's standard daily fee
rates, as set out in the Order;
Lechler Ltd
1 Fell Street, Newhall
Sheffield
S9 2TP
Tel: (0114) 249 2020
Fax: (0114) 249 3600
Email: info@lechler.com
Internet: www.lechler.co.uk
8.2.2 Lechler's standard daily fee rates for each
individual person are calculated on the basis of an
eight-hour days
8.2.3 Lechler shall be entitled to charge the
Customer for any expenses reasonably incurred
by the individuals whom Lechler 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 Lechler for the performance of the
Services, and for the cost of any materials.
8.3 Lechler reserves the right to:
8.3.1 increase the price of the Goods periodically,
by giving notice to the Customer at any time
before delivery, to reflect any increase in the cost
of the Goods to Lechler that is due to:
8.3.1.1 any factor beyond the control of Lechler
(including foreign exchange fluctuations,
increases in taxes and duties, and increases in
labour, materials and other manufacturing
costs);
8.3.1.2 any request by the Customer to change
the delivery date(s), quantities or types of Goods
ordered, or the Goods Specification; or
8.3.1.3 any delay caused by any instructions of
the Customer in respect of the Goods or failure
of the Customer to give Lechler adequate or
accurate information or instructions in respect of
the Goods.
8.4 The timetable for payment is set out in the Order
confirmation form. The Customer shall pay each
invoice submitted by Lechler within 30 days of the
date of the invoice and in full and in cleared funds to
a bank account nominated in writing by Lechler, and
time for payment shall be of the essence of the
Contract.
8.5 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 Lechler to the Customer, the
Customer shall, on receipt of a valid VAT invoice
from Lechler, pay to Lechler 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
8.6 Without limiting any other right or remedy of
Lechler, if the Customer fails to make any payment
due to Lechler under the Contract by the due date
for payment (Due Date), Lechler shall have the right
to charge interest on the overdue amount at the rate
of [4] per cent per annum above the then current
[National Westminster Bank]'s base rate 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.
8.7 The Customer shall pay all amounts due under
the Contract in full without any deduction or
withholding except as required by law and the
Customer shall not be entitled to assert any credit,
set-off or counterclaim against Lechler in order to
justify withholding payment of any such amount in
whole or in part. Lechler may, without limiting its
other rights or remedies, set off any amount owing to
it by the Customer against any amount payable by
Lechler to the Customer.

9. INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in or arising out of
or in connection with the Goods and Services,
including concepts, drawings and other documents
prepared by Lechler for the purpose of providing the
Goods and Services, shall be owned by Lechler.
9.2 All Lechler Materials are the exclusive property
of Lechler.

10.CONFIDENTIALITY
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 and
affiliates 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 and
affiliates 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 and affiliates or
subcontractors are subject to obligations of
confidentiality corresponding to those which bind the
Receiving Party. This clause 10 shall survive
termination of the Contract

11. LIMITATION OF LIABILITY:
THE CUSTOMER'S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these Conditions shall limit or
exclude Lechler's liability for:
11.1.1 death or personal injury caused by its
negligence, or the negligence of its employees,
agents and affiliates or subcontractors;
11.1.2 fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the
Supply of Goods and Services Act 1982 (title and
quiet possession);
11.1.3 breach of the terms implied by section 12 of
the Sale of Goods Act 1979 (title and quiet
possession); or
11.1.4 defective products under the Consumer
Protection Act 1987.
11.2 Subject to clause 11.1:
11.2.1 Lechler 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 Lechler'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 €500,000.00
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 It is incumbent on each party to take all
necessary steps to prevent the occurrence of
damage and to mitigate the loss, provided that he
can do so without unreasonable cost or
inconvenience.
11.5 This clause 11 shall survive termination of the
Contract.

12. TERMINATION
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 commits a material breach
of its obligations under this Contract and (if such
breach is remediable) fails to remedy that breach
within 14 days after receipt of notice in writing of
the breach;
12.1.2 the other party suspends, or threatens to
suspend, payment of its debts or is unable to pay
its debts as they fall due or admits inability to pay
its debts or (being a company) is deemed unable
to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or (being an individual)
is deemed either unable to pay its debts or as
having no reasonable prospect of so doing, in
either case, within the meaning of section 268 of
the Insolvency Act 1986 or (being a partnership)
has any partner to whom any of the foregoing
apply;
12.1.3 the other party commences negotiations
With all or any class of its creditors with a view to
rescheduling any of its debts, or makes a proposal
for or enters into any compromise or arrangement
with its creditors other than (where a company) for
the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more
other companies or the solvent reconstruction of
that other party;
12.1.4 a petition is filed, a notice is given, a
resolution is passed, or an order is made, for or in
connection with the winding up of the other party
(being a company) other than for the sole purpose
of a scheme for a solvent amalgamation of the
other party with one or more other companies or
the solvent reconstruction of that other party;
12.1.5 the other party (being an individual) is the
subject of a bankruptcy petition or order;
12.1.6 a creditor or encumbrance of the other party
attaches or takes possession of, or a distress,
execution, sequestration or other such process is
levied or enforced on or sued against, the whole or
any part of its assets and such attachment or
process is not discharged within 14 days;
12.1.7 an application is made to court, or an order
is made, for the appointment of an administrator or
if a notice of intention to appoint an administrator is
given or if an administrator is appointed over the
other party (being a company);
12.1.8 a floating charge holder over the assets of
the other party (being a company) has become
entitled to appoint or has appointed an
administrative receiver;
12.1.9 a person becomes entitled to appoint a
receiver over the assets of the other party or a
receiver is appointed over the assets of the other
party;
12.1.10 any event occurs, or proceeding is taken,
with respect to the other party in any jurisdiction to
which it is subject that has an effect equivalent or
similar to any of the events mentioned in clause
12.1.2 to clause 12.1.9(inclusive);
12.1.11 the other party suspends, threatens to
suspend, ceases or threatens to cease to carry on,
all or substantially the whole of its business; or
12.1.12 the other party (being an individual) 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.
12.2 Without limiting its other rights or remedies,
Lechler may terminate the Contract:
12.2.1 by giving the Customer three months'
written notice;
12.2.2 with immediate effect by giving written
notice to the Customer if the Customer fails to pay
any amount due under this Contract on the due
date for payment.
12.3 The Customer may terminate the Contract by
giving Lechler not less than three months' written
notice.
12.4 Without limiting its other rights or remedies,
Lechler 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 Lechler if:
12.4.1 the Customer fails to make pay any amount
due under this Contract on the due date for
payment; or
12.4.2 the Customer becomes subject to any of
the events listed in clause 12.1.2 to clause
12.1.12, or Lechler reasonably believes that the
Customer is about to become subject to any of
them.

13 CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract for any reason:
13.1.1 the Customer shall immediately pay to
Lechler all of Lechler's outstanding unpaid
invoices and interest and, in respect of Services
supplied but for which no invoice has yet been
submitted, Lechler shall submit an invoice, which
shall be payable by the Customer immediately on
receipt;
13.1.2 the Customer shall return all of Lechler
Materials and any Goods which have not been
fully paid for. If the Customer fails to do so, then
Lechler 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;
13.1.3 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
13.1.4 clauses which expressly or by implication
have effect after termination shall continue in full
force and effect.

14. GENERAL
14.1 Force majeure:
14.1.1 For the purposes of this Contract, Force
Majeure Event means an event beyond the
reasonable control of Lechler 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 Lechler
or subcontractors.
14.1.2 Lechler shall not be liable to the Customer
as a result of any delay or failure to perform its
obligations under this Contract as a result of a
Force Majeure Event.
14.1.3 If the Force Majeure Event prevents
Lechler from providing any of the Services and/or
Goods for more than 26 weeks, Lechler 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 Assignment and subcontracting:
14.2.1 Lechler 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.
14.2.2 The Customer shall not, without the prior
written consent of Lechler, assign, transfer,
charge, subcontract or deal in any other manner
with all or any of its rights or obligations under the
Contract
14.3 Notices:
14.3.1 Any notice 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
and/or e-mail to the other party’s usual
correspondence address.
14.3.2 Any notice shall be deemed to have been
Duly received if delivered personally, when left at
such address or, if sent by prepaid first-class post
or recorded delivery, at 9.00 am on the second
Business Day after posting, or if delivered by
commercial courier, on the date and at the time
that the courier's delivery receipt is signed, or if
sent by fax and/or e-mail, on the next Business
Day after transmission.
14.3.3 This clause 14.3 shall not apply to the
service of any proceedings or other documents in
any legal action.
14.4 Waiver and cumulative remedies:
14.4.1 A waiver of any right under the Contract is
only effective if it is in writing and shall not be
deemed to be a waiver of any subsequent breach
or default. No failure or delay by a party in
exercising any right or remedy under the Contract
or by law shall constitute a waiver of that or any
other right or remedy, nor 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.
14.4.2 Unless specifically provided otherwise,
rights arising under the Contract are cumulative
and to not exclude rights provided by law.
14.5 Severance:
14.5.1 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.
14.5.2 If any invalid, unenforceable or illegal
provision of the Contract would be valid,
enforceable and legal if some part of it were
deleted, the provision shall apply with the
minimum modification necessary
to make it legal, valid and enforceable.
14.6 No partnership: Nothing in the Contract is
intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between any
of the parties, nor constitute any party the agent of
another party for any purpose. No party shall have
authority to act as agent for, or to bind, the other
party in any way.
14.7 Third parties: A person who is not a party to
the Contract shall not have any rights under or in
connection with it.
14.8 Variation: 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 Lechler.
14.9 Dispute Resolution: In all differences of opinion
between the Customer and Lechler, the Customer
and Lechler shall do their utmost to reach
agreement by negotiation. Failing this any dispute
arising out of or in connection with this Contract
shall be determined by a senior executive within
each respective party in order to resolve the issues.
14.10 If any claim or dispute cannot be settled by
negotiation within twenty eight (28) days after either
party has made a written offer to the other party to
negotiate a settlement to such claim or dispute, the
parties shall, before resorting to court proceedings,
attempt to resolve the claim or dispute by mediation
in accordance with the Centre for Dispute
Resolution (CEDR) Model Mediation Procedure.
14.11 If the parties have not settled any claim or
dispute by mediation within sixty (60) days from the
initiation of the mediation, the dispute shall be
referred to and finally resolved by the courts.
14.12 Governing law and jurisdiction: 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.