1. DEFINITIONS
1.1 In this Agreement the following words will have the following meaning and interpretation:

1.1.1 “Act” means all of the Companies Acts in force and this includes all amendments, variations, modifications and statutory instruments thereto.
1.1.2 “Additional Products” means any such additional Products provided by Elemy to the Client that are in addition to the agreed Products as set out and defined herein in this Agreement.
1.1.3 Agreement” means this Agreement and its Schedules and/or the accompanying quotation together with any extension, modification and/or alteration thereof. This Agreement shall apply to all contracts for the sale of Goods and supply of Products by Elemy to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document which are hereby rejected or (as appropriate) shall be excluded from this Agreement.
1.1.4 Quotations means the quotation accompanying these Terms & Conditions.
1.1.5 “Business Day” means any day other than Saturday, Sunday and/or a recognised bank or public or religious holiday.
1.1.6 Unless otherwise stated working hours shall mean Elemy’s standard working hours Monday – Friday (excluding recognised bank or public or religious holiday). Work outside of these hours will be subject to additional costs and treated as a variation or additional Products to the contract.
1.1.7 “Client” means The Company / Organisation / Person to whom the accompanying quotation is addressed to and also including any of its employees, Directors and/or agents who may request the Products and/or any Additional Products to be provided by Elemy.
1.1.8 “Confidential Information” means any information whatsoever in whatever form or format including but not limited to information in visual, oral, written, recorded and/or electronic form and/or format and including any drafts, templates or samples belonging or relating to either Party, its business affairs, its commercial purpose, its costs, charges and/or fees which is not in the public domain and if either Party has marked such as confidential or proprietary, or has been described as confidential (either orally or in writing), or due to its character, substance or nature, a reasonable person in a similar position to its recipient and under comparable circumstances would treat it as confidential and/or of a commercial sensitive nature.
1.1.9 “Force Majeure” and/or “Event of Force Majeure” means any event affecting the performance by a Party of their obligations, requirements and/or responsibilities under this Agreement that is beyond that Party’s reasonable control including, without limitation to, any strikes, lock-outs or other industrial action affecting a third party, any terrorist action or threat of terrorist action, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, epidemic, pandemic or other natural physical disaster, any legislation, regulation, rule or ruling of a government, court or any competent authority, or failure of a utility service including but not limited to electric power, gas, water or telephone or communication service.
1.1.10 “Party” and/or “Parties” includes any assignees and any successors in title.
1.1.11 “Products” means those Products to be provided by Elemy to the Client as set out in the accompanying quotation during the term of this Agreement. For clarification “Products” does not include site works of any nature as this agreement is for “Supply Ony”

2. INTERPRETATION
2.1 This Agreement may also contain additional defined terms which will be indicated by those words being contained in quotations (“ “) and all defined terms will be treated and interpreted as defined terms for the purposes of the applicability and enforceability and understanding of this Agreement.
2.2 In this Agreement:
2.1.1 The headings used are for convenience only and shall have no effect upon the interpretation or meaning of this Agreement.
2.1.2 Words importing the singular shall include the plural and vice versa.
2.1.3 Reference to any gender will include any gender.
2.1.4 References to the person includes any firm, company or other entity having legal personality and vice versa.
2.1.5 References to “writing” or “in writing” or “written” includes but is not limited to any communication effected by electronic or facsimile transmission or similar means.
2.1.6 Any reference, either expressly or by implication, to any statute, law, statutory instrument, enactment, regulation, will also include any variation.

3. LEGAL AND BINDING AGREEMENT
3.1 The Parties warrant to each other that they fully understand their respective and joint obligations and responsibilities as set out herein in this Agreement and furthermore each Party warrants to the other that they possess the full and complete authority to enter into this Agreement and to be bound by its terms, meaning and operation.
3.2 The Parties fully understand that by entering into this Agreement they are entering into a formal and binding legal agreement and therefore they fully accept and understand each and every part of this Agreement and that they have been afforded each and every opportunity to clarify the meaning, interpretation, obligations and duties as set out herein prior to its execution.
3.3 The Parties, by signing this Agreement, further aver that they have sought and received and/or elected not to seek or receive independent legal advice as to the meaning and interpretation of this Agreement and their respective and joint responsibilities, obligations and duties as set out herein.
3.4 The Client entirely accepts that this Agreement and its terms, meaning and operation will irrevocably prevail over any of its terms and conditions in relation to the provision of the Products and/or any Additional Products by Elemy.

4. PRODUCTS TO BE PROVIDED BY EACH PARTY
Products provided by Elemy to the client.
4.1 Elemy will provide the Products as set out in the accompanying quotation to the Client.
4.2 The Client’s point of direct contract with Elemy as at the date of this Agreement will be notified upon commencement of the contract.
Products (Attendances & Works) provided free of charge by the Client to Elemy.
4.3 The attendances and schedule of works as detailed in the accompanying quotation are to be provided free of charge by the client to Elemy.

5. PAYMENT FOR THE PRODUCTS BY THE CLIENT TO ELEMY
5.1 Contrary to any other payment terms stated or referenced in any other documentation whatsoever unless otherwise confirmed in writing by Elemy and subject to credit approval payment terms are strictly 30 days Net Monthly Account.
5.2 Where credit approval is not granted by Elemy payment terms will be strictly “pro-forma” invoice payment in advance of work carried out by Elemy.
5.3 Deposit payments made to Elemy are non-refundable.
5.4 The Parties have agreed that the payments to Elemy by the Client are to be paid by the Client in full on receipt of an invoice from Elemy and be paid by bank transfer to: Elemy
Bank Details:-
• Bank – Barclays.
• Account Name – Elemy Ltd
• Sort Code – 20-59-43
• Account Number – 60531014
5.5 All payments to Elemy by the Client are to be made by bank transfer on the dates as specified in the accompanying quotation to this Agreement. Elemy reserves the right, upon written notice, to alter their nominated bank for any and all payments under this Agreement.
5.6 In the unlikely event that any payments due to Elemy from the Client are delayed and/or not received by the dates as specified in the accompanying quotation to this Agreement then, free from any liability, liquidated ascertained damages, contra charges, damages, costs, fees, demands and/or any other losses whatsoever, Elemy may elect to suspend the provision of the Products until such time as payment in full has been paid by the Client and received as cleared funds by Elemy.
5.7 In the event that this Agreement is terminated as set out below at clause 12 and/or any extension of this Agreement is terminated the Client agrees, without offset, deduction or reduction whatsoever to pay to Elemy any outstanding payments for Products and/or any Additional Products up to the date of any such termination.

6. RETENTION
6.1 Under no circumstances will Elemy will accept retention deductions.

7. RETENTION OF TITLE
7.1 Please note that all goods delivered shall, at all times, remain the property of Elemy until full payment of the contract value has been received into our bank account.
7.2 Whether title as clause 7.1 has passed or not the Client shall indemnify Elemy by way of a suitable insurance policy in respect of all losses and or damage to all goods once delivered to site including but not limited to damage, loss, theft.

8. ADDITIONAL PRODUCTS
8.1 From time-to-time during the term of this Agreement the Parties may agree, by acting at all times in good faith towards each other, that Additional Products may be required to be provided, undertaken and/or performed for the Client by Elemy.
8.2 In the event that such Additional Products are agreed the Parties will also discuss and agree, by acting at all times in good faith towards each other, the fees, cost and pricings for any such Additional Products which will be paid on either an ad hoc basis and/or as part of the Payment Schedule and Rates for the Products as set out in the accompanying quotation to this Agreement.
8.3 For the avoidance of doubt the provision of Additional Products are expressly agreed by the Parties to this Agreement to form part of this Agreement and the Parties irrevocably entirely accept and understand that such Additional Products, if any, are subject to the terms of this Agreement.
8.4 In the event that this Agreement is validly terminated in accordance with this Agreement and the provision of Additional Products will also cease as at the date of any such valid termination.

9. VARIATION TO CONTRACT
9.1 Any variation to our contract must be on a quotation / acceptance basis with a formal written variation to the contract provided by the Client.

10. GUARANTEE
10.1 The above equipment and Products will be guaranteed for a period of 12 months from the day of delivery of Elemy’s products.
10.2 The guarantee commences on the date of delivery of Elemy’s products not from practical completion of the main contract.
10.3 In order to comply with the requirements of the Health and Safety at Work Act it is essential that the equipment is regularly maintained by suitably trained and qualified personnel.

11. CONFIDENTIALITY
11,1 The Parties accept and fully understand that they may, from time-to-time during the term and operation of this Agreement become cognisant of certain Confidential Information which if disclosed to any third party or the general public could have a serious adverse impact on the reputation and/or business activities of the other Party. Accordingly, the Parties agree to strictly adhere to the terms of this clause 11 and will not permit or cause to permit, whether directly or indirectly, any disclosure of any Confidential Information, save for which is required by law or by a Court of competent jurisdiction and/or to comply with any regulatory or governmental body and/or which is already in the public domain through no breach or breaches by any Party of this clause 11.
11.1 Each Party will also take all reasonable precautions to keep strictly confidential the Confidential Information belonging to the other Party and will not, without the prior written consent of any other Party, use, disclose, copy or modify such Confidential Information save for Elemy responsibilities and obligations relating to the provision of the Products and/or any Additional Products.
11.2 The provisions of this clause 11 shall continue with full force and effect notwithstanding any expiry and/or termination of this Agreement.
11.3 Any breach of this clause 11 by any Party and/or their agents, contractors, affiliates, representatives and advisors may give rise to exclusion of the applicability and provision of clause 29 below and may give rise to immediate injunctive relief proceedings where the defaulting Party may be liable for all consequential losses, damages and legal costs resulting from such a breach and/or breaches of this clause 11.

12 TERM OF THE AGREEMENT
12.1 This Agreement will automatically terminate, save for those clauses that expressly state they survive termination, upon the delivery by Elemy of the Products and/or any additional Products.
12.2 Elemy, during the provision of Products and/or any Additional Products, may require extensions of time from the Client arising from delays by other trades, site conditions and/or from the Client and Elemy will therefore engage directly with the Client and the Parties will agree, acting at all times in good faith, any such reasonable extensions of time as Elemy may require for the provision of the Products and/or any Additional Products.

13. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
13.1 Any and all logos. Trademarks and any other copyrights, patents, design rights (whether registered and/or unregistered) and any other intellectual property rights which belong and/or are owned by Elemy will entirely and in perpetuity vest in Elemy.

14. PROGRAMME
14.1 Our anticipate programme requirements are:-
• 3 Weeks for preparation and submission of our design details and general arrangement drawings.
• 3 Weeks from approval and associated payments for the procurement and manufacture of materials.
14.2 We require a minimum of 3 weeks written notice for deliver our products.
14.3 This notice for delivery may run in parallel with our manufacturing lead time but under no circumstances, whether written, intended or implied can the notice to deliver period supersede or reduce the manufacturing period.

15. DELAYS
15.1 If we do not receive the necessary notices and/or information (including payment) on or before the required date to achieve the contractual delivery date and/or any subsequent or alternative agreed delivery date, as a direct consequence we will have no alternative but to remove the manufacture of the Products from our schedule. We will not be liable for any Liquidated Ascertained Damages, contra charges, debts, costs, charges, interest and/or fees whatsoever occasioned to you, or your agents or contractual partners arising, associated or incurred as a result of your failure to provide us with the necessary information.
15.2 In the event that delivery of the Products is delayed by a period greater than 30 days Elemy will be entitled to pass on in full any and all material and or labour cost increases.

16. STORAGE
16.1 If for any reason beyond of our control, the Client is unable to accept the delivery on the agreed date, then storage will be charged at a rate of £50.00 per unit, per week in addition to abortive handling and transport costs.

17. CONTINUITY OF WORKS
17.1 Our quotation is prepared on the basis of continuity being maintained during manufacture at all times with delays being subject to additional cost to be charged at our normal day rates. If we are prevented from carrying out our works a charge will be made for abortive / standing time and each abortive delivery.
17.2 Should site conditions and or programme implications necessitate a phased installation this will be subject to additional costs and treated as a variation to Elemy’s contract.

18. SITE CONDITIONS
18.1 Readiness – Elemy accepts no responsibility and shall not be liable whatsoever if the Client and or site is not ready to accept delivery of our Products. In such any event then we are absolutely permitted to vary the delivery date of the Products entirely free from any current or future liability to any party whatsoever until such time as the delivery can take place.
18.2 Existing Sites – All details in the accompanying quotation are subject to a site survey prior to finalising details and/or entering contract and/or commencing works. Any variation from the assumed conditions necessitating a variation to the equipment proposed and/or method of working may have implications on specification, programme, cost. Elemy will advise these implications at the earliest opportunity.
18.3 Existing Equipment – Where our works involve the use of existing equipment it is assumed that the equipment to be re-used is suitable for the purpose both in terms of capabilities and good working order.
18.4 All and any existing equipment is subject to a full survey to ascertain its assumed suitability. Any works resulting required to bring the existing equipment up to the required standard will be subject to a variation order and Elemy will not be responsible whatsoever for the implications any resulting delays to the agreed programme, and any consequential delays to the Main Contract Completion and entirely free from any current or future liability to you whatsoever.
18.5 Unless otherwise stated Elemy will not be responsible for any material or labour warranty implications associated with the reuse of existing equipment.

19. LIMIT OF LIABILITY
19.1 Elemy will not accept any and all Liquidated Ascertained Damaged, Contra Charges, losses (Including but not limited to any losses arising from termination), debts, damages, defects, costs (including but not limited to remedial costs), charges, interest, or professional fees whatsoever incurred by you and/or occasioned to you and/or your agents or your contractual partners.
19.2 Notwithstanding any other term of contract, Elemy will not be liable in any circumstance by way of indemnity, breach of contract or statutory duty or tort (including negligence) for any loss of profit, loss of use, loss of contract or for any other financial or economic loss or for any indirect or consequential losses or damage to the Client and/or any other party and/or their agents, contractual partners or any third parties.

20. TERMINATION
20.1 Prior to Elemy completing the Products and/or any Additional Products this Agreement can only be terminated for a fundamental breach by either Party that remains unremedied for longer than twenty-eight days from receipt of any written notice, together with supporting evidence, of any alleged fundamental breach of this Agreement.
20.2 In the event of any unremedied breach that persists for longer than twenty-eight days the Client may seek to terminate this Agreement however the Client agrees and understands that the maximum liability that Elemy will have no liability to the Client under this Agreement and in relation to its provision of Products and/or any Additional Products.
20.3 In the event of termination or cancelation of this contract for any reason whatsoever other than that detail in clause 20.1 Elemy will be entitled to recovery in full an administration fee equal to 10% of the contract sum together with any and all other reasonable costs.

21. SEVERABILITY
21.1 In the event that any provision, clause and/or term of this Agreement are held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and/or terms will remain in full force and effect and will not in any way be impaired.
21.2 If any provision, clause and/or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and/or term will continue to apply with the minimum modification necessary to make it valid and enforceable.

22. NO WAIVER
22.1 Each of the rights conveyed under this Agreement may be exercised as often as is necessary and they are cumulative and not exclusive of any other rights that either Party may have under this Agreement, law or otherwise and no failure or delay by either Party in exercising any of its rights herein shall be deemed to be a waiver of that right and any waiver of a breach of any clause, term and/or provision shall not be deemed to be a waiver of any subsequent breach of the same or any other clause, term and/or provision.

23. NOTICES AND SERVICE OF INFORMATION
23.1 Any and all notices or information served and/or that are given under this Agreement will be in writing and in English and served on the addresses as set out above or at such other address as so notified from time-to-time and such notices will be served by hand and/or sent by first class, registered or recorded delivery and/or by email. Any such notice or information will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next Business Day after posting and in the case of an email, if sent by 4pm on the day of sending or if after 4pm on the next Business Day after sending.

24. THIRD PARTIES
24.1 The parties agree that a person or business that is not a party to this agreement will not have any rights under or connection to them by virtue of the Contracts (Rights Of Third Parties) Act 1999.

25. DATA PROTECTION
25.1 For the purposes of the Data Protection Act 1998 and the General Data Protection Regulations the Parties shall procure any data subject and/or personal data consents necessary for the effective processing by Elemy of any relevant data provided relating to the provision of the Products and/or any Additional Products, if any, provided to the Client during the term or any extension thereof of this Agreement.

26. NON-ASSIGNMENT
26.1 This Agreement is personal to the Parties and therefore no Party may assign, licence or charge and/or attempt or purport to do so any of its rights, obligations and/or duties hereunder and/or delegate or otherwise in any way dispose of any of their rights, obligations and/or duties hereunder, without the express prior written consent of the other Party and for the avoidance of doubt this includes any holding company, affiliate or subsidiary as defined and/or provided for under the Act.

27. AMENDMENTS, MODIFICATIONS AND FURTHER AGREEMENTS
27.1 From time-to-time the Parties may consider and agree acting at all times in good faith that this Agreement requires amending or modifying in order to give business efficacy and commerciality to the relationship between the Parties and the Products and/or any Additional Products, provided by Elemy. Therefore the Parties agree to collaboratively discuss, negotiate and agree any such amendments and/or modifications and/or variations to this Agreement and upon such agreement a revised, amended agreement will be prepared and/or a side agreement will be prepared which will, without objection, form part of this Agreement and the Parties agree unequivocally that they will remain bound and will fully adhere to the terms of this Agreement and any amended, modified or varied version and/or any side agreement.
27.2 The Parties further agree unconditionally to discuss, negotiate and enter into any and all further agreements, contracts, memorandum of understandings and/or arrangements which from time-to-time may be necessary and appropriate in order to ensure the successful and collaborative operation of this Agreement and the Products and/or Additional Products, if any, provided by Elemy.
27.3 Furthermore, and from time-to-time either Party may require, in order to adhere to their respective and/or joint responsibilities and obligations as set out in this Agreement, information, documentation or correspondence from the other Party. The Parties therefore agree to provide any such reasonable information, documentation or correspondence to the requesting party without unreasonable delay or objection.

28. GOOD FAITH
28.1 The Parties will, at all times, exercise all of their rights, and perform all of their obligations, under this Agreement, in good faith and they will also co-operate fully in good faith with each other in order to resolve any issues, disagreements, breach(es), alleged breach(es) and/or disputes that may arise whatsoever between them and/or under and/or in connection with and/or in interpreting this Agreement with the intention and purpose of collaboratively achieving an agreed resolution of any such issue, disagreement, breach(es), alleged breach(es) and/or dispute.

29. DISPUTE RESOLUTION
29.1 The Parties accept and acknowledge that the terms of this Agreement are intended to regulate and promote a collaborative relationship of trust and Good Faith between them. Therefore, the Parties further accept and warrant to each other that it is not in their commercial, reputational and/or business interests to engage in any activity whatsoever to the detriment, whether actual or otherwise, of the other Party and this includes, but is not limited to the commencement of any litigious proceedings without first adhering to the express terms of this clause 29 and clause 28 above and the overall spirit and contents of this Agreement.
29.2 The Parties to this Agreement fully accept and understand that litigation can be expensive and damaging to their reputation and commercial interests and therefore in the event that any issues, disagreements, breach(es), alleged breach(es) and/or disputes whatsoever arises between them and/or under and/or in connection with and/or in interpreting this Agreement then the Parties unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and/or disputes and prior to any recourse to litigation and/or the Courts.
29.3 In the event that such good faith negotiations and discussions do not resolve any issues, disagreements, breach(es), alleged breach(es) and/or disputes as set out above then the Parties agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and/or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist the Parties in resolving their issues, disagreements, breach(es), alleged breach(es) and/or disputes. Any such Mediation will be convened as soon as is practicable with the Parties mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached after fourteen days the Parties further agree to refer any dispute or disagreement to “CEDR” (a Mediation provider whose address is, as at the date of this Agreement is: 100 St Paul’s Churchyard, London, EC4M 8BU) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any Mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the Parties.
29.4 In the event that either Party refuse to engage in and/or comply with this clause 29 or clause 28 above and the spirit of the Agreement then the other Party may elect to commence legal proceedings and refer the Court to both Parties conduct on the question of the determination of payment of any and all legal costs, interest and disbursements.

30. FORCE MAJEURE
30.1 If Elemy is totally or partially prevented or delayed in the performance of any of their respective or joint obligations under this Agreement by an Event of Force Majeure and Elemy gives immediate notice in writing to the Client of such prevention giving the period for which it is estimated such prevention will continue and the Party, acting at all times in good faith and without delay, accepts such Event of Force Majeure then Elemy shall be excused from its performance, obligations and responsibilities so affected as from the date of such notice for so long as such cause of delay shall continue provided that such a period of time does not exceed 20 (twenty) Business Days and furthermore that Elemy utilises their reasonable endeavours to ensure and procure that the minimal interruption as possible is caused to the Client and its conduct and business operation.
30.2 In the event that the Event of Force Majeure continues for 20 (twenty) Business Days then Elemy will be permitted to immediately terminate this Agreement without any liability to the Client whatsoever and howsoever incurred by the Client and/or its contractual partners.

31. COVID-19
31.1 Further to the any event of force majeure if Elemy is delayed or likely to be delayed in performing any of its obligations and responsibilities under these agreement for any period or periods of time caused directly or indirectly by any of the effects of the covid-19 pandemic (including but not limited to any government lockdown or geographical restrictions, positive covid-19 tests or ‘track and trace’ notifications of its employees or agents and/or from members of family and friends which lead to a period of self-isolation or positive covid-19 tests) then Elemy will be granted an extension of time for the same period of time that they are delayed or likely to be delayed in delivering the Products and/or any additional Products. Elemy will use their reasonable endeavours to minimise any such delays or disruption however any and all delays, costs, losses, liabilities, debts, fees or any other monies whatsoever incurred or arising as a result of the covid-19 pandemic will not be accepted, borne or paid for (in full or in part) by Elemy.

32. GOVERNING LAW AND JURISDICTION
32.1 This agreement is governed and construed by the Laws of England and Wales and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.