Business Customer Trading Terms & Conditions

INTERPRETATION
1. Definitions. In these Conditions, the following definitions apply:
  Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6.
  Contract: the contract between Origin and the Customer for the sale and supply of Goods and (if any) Services comprising the Order Confirmation signed by Origin and the Customer, the Specification (if any) and these Conditions.
  Customer: the person who purchases the Goods and (if any) Services from Origin. Deposit: Predetermined percent of the total price of the Goods as set out in the Order Confirmation, in accordance with the Customer’s agreed account payment terms.
  End-User: the ultimate consumer who purchases the Goods from the Customer.
  Force Majeure Event: has the meaning given in clause 13.
  Goods: the goods (or any part of them) set out in the Order Confirmation (subject to any modification by Origin in accordance with these Conditions).
  Hazardous Environment: up to 2,000 meters of the UK coastline according to an ordnance survey map, see homeowner warranty for full cover details; in a room with an indoor swimming pool.
  Marine Finish: Origin’s marine finish powder coating.
  Order Confirmation: Origin’s written order confirmation for the sale and supply of Goods and (if any) Services signed by Origin.
  Origin: Origin Frames Limited (registered in England and Wales with company number 4449292).
  Services: the installation services (if any) detailed in the Order Confirmation and to be provided by Origin under the Contract.
  Specification: any agreed specification for the Goods, including any related plans and drawings, forming part of the Contract.
  Terms of Payment: the terms of payment as set out in the applicable Order Confirmation.
2. Construction. In these Conditions, the following rules apply:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a Third-Party Installer includes any individual or company contracted by the Customer to fulfil the professional installation of an End-User project.
  3. A reference to a party includes its personal representatives, successors or permitted assigns.
  4. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted.
  5. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  6. A reference to writing or written includes e-mails or other electronic data transfers.
BASIS OF CONTRACT
1. 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. The Customer waives any right it has or might have to rely on any term or provision endorsed upon, delivered with or contained in any document emanating from the Customer that is inconsistent with these Conditions or any of the other provisions of the Contract.
2. The Order Confirmation constitutes an offer by Origin to sell and supply the Goods and (if any) Services only in accordance with the provisions of the Order Confirmation, any Specification and these Conditions. Customer is responsible for ensuring that the terms of the Order Confirmation and any applicable Specification are complete and accurate.
3. The Contract will only be effective when the Customer signs the Order Confirmation (written or digital) unconditionally confirming its agreement therewith.
4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on and hereby irrevocably waives any right to rely on any statement, promise or representation made or given by or on behalf of Origin which is not set out in the Contract.
5. Any samples, drawings, descriptive matter, or advertising produced by Origin and any descriptions or illustrations contained in Origin's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
6. For the avoidance of doubt a quotation for the Goods or Services given by Origin shall not constitute an offer and shall only be valid for the period set out therein and where no such period is stated for a period of 60 Business Days from its date of issue.
GOODS
1. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify and hold Origin harmless 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 Origin in connection with any claim made against Origin arising out of or in connection with Origin's use of the Specification in accordance with the Contract. This clause 3.1 shall survive termination of the Contract.
2. Origin reserves the right to vary the Goods and as such the Specification at any time if required by any applicable statutory or regulatory requirements or in order to conform with any manufacturing, product improvement or development requirements or any safety requirements and in such circumstances shall endeavor to provide the Customer with advance notice of such amendment as is reasonable in the circumstances.
3. The Customer shall give Origin advanced notice before placing an order if the Goods are going to be fitted in a property in a Hazardous Environment. The Customer acknowledges and agrees that where Goods are to be installed in a Hazardous Environment then a Marine Finish and hardwearing components must be used on the Goods which may result in the price being adjusted accordingly. The Customer acknowledges that it is responsible for assessing whether the Goods are to be installed in a Hazardous Environment and shall keep Origin fully indemnified in respect of any claim made against Origin as a result of the Goods being installed in a Hazardous Environment without a Marine Finish or the necessary hardwearing components.
DELIVERY
1. Origin shall ensure that:
  1. each delivery of the Goods is accompanied by a delivery note (written or digital) which shows the details of the order, including all relevant Customer and Origin reference numbers, the type and quantity of the Goods and any special instructions where applicable; and
  2. if Origin requires the Customer to return any packaging materials to Origin, that fact will be notified to the Customer prior to delivery. The Customer shall make any such packaging materials available for collection at such times as Origin shall reasonably request. Origin reserves the right to advise of the collection date and if returns of packaging materials are requested this shall be at Origin's expense.
2. Origin stillages must be returned to Origin same day as the delivery and will be loaded by Origin (or its representatives) onto the delivery vehicle immediately following drop off unless an alternative collection date has been previously agreed between the parties in writing. The Customer must make the stillages available to Origin (or its representatives). Failure by the Customer to make stillages available for return as agreed shall entitle Origin the right to charge collection fees and any associated costs to the Customer.
3. Origin shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree in writing (Delivery Location). After Origin notifies the Customer of the expected delivery date, the Customer may only amend the Delivery Location by giving a minimum of three (3) Business Days’ notice prior to expected delivery date. Where a Delivery Location amendment is advised only on arrival at the planned Delivery Location, Origin reserves the right to charge the Customer a re-delivery fee and any associated costs.
4. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Origin access to the Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods, ensuring appropriate personnel and equipment is available.
5. Any dates quoted for delivery are approximate only, and subject to change where there is a failure or delay caused by a Force Majeure Event.
6. If the Customer fails to accept delivery or rejects and/or ignores Origin’s proposed expected delivery date and then fails to agree a revised delivery date for the Goods, in each case within three (3) Business Days of Origin notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Origin's failure to comply with its obligations under the Contract:
  1. Origin shall store the Goods until delivery takes place (up to 10 Business Days after Origin notifying the Customer that the Goods are ready for delivery) and Origin may charge the Customer for all related costs and expenses (including insurance and storage fees); and
  2. Origin reserves the right to charge for the redelivery of the Goods if the original attempt is refused by the Customer.
7. If after 10 Business Days following Origin notifying the Customer that the Goods are ready for delivery the Customer has not taken delivery of the Goods, Origin 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 the Customer paid for the Goods or charge the Customer for any shortfall below the price the Customer paid for the Goods.
8. Origin may deliver the Goods by instalments, which shall be invoiced and paid for separately and according to the Customer’s account payment terms agreed with Origin. 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(s), unless otherwise agreed in writing by Origin (at its sole discretion) and which shall be subject to the order status of the relevant installment at the time of the cancellation request i.e. if manufacturing has begun or not.
QUALITY OF GOODS
1. Where the Contract includes a Specification then Origin only warrants that on delivery the Goods shall conform in all material respects to the Specification, subject to any variation which may be necessary in accordance with clause 3.2. Where the Contract does not include a Specification then Origin only warrants that on delivery the Goods shall:
  1. conform in all material respects with their description;
  2. be free from material defects in design, material or manufacturing; and
  3. be fit for any purpose held out by Origin.
  All other warranties or conditions (whether expressed or implied) as to quality, condition, description compliance with sample or fitness for purpose whether statutory or otherwise are excluded to the fullest extent permitted by law.
2. Subject to clause 5.4, if:
  1. the Customer gives notice in writing to Origin within two (2) Business Days following Delivery Completion that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
  2. Origin is given a reasonable opportunity of examining such Goods (where requested); and
  3. the Customer (if asked to do so by Origin) returns such Goods to Origin’s place of business at the Customer’s cost,
  Origin shall, at its option,(i) supply new or refurbished parts to enable the Customer to repair the defective Goods, up to a cost equal to the original purchase price paid for the Goods; (ii) replace the Goods with Goods of the same or similar make and specification; or (iii) refund the defective Goods in full.
3. If the Customer fails to give notice as specified in clause 5.2 (a) within two (2) Business Days from Delivery Completion then except in respect of any defect which is not one which would be apparent on reasonable inspection, the Goods shall conclusively be presumed to comply with the contracted warranty set out in clause 5.1 and accordingly Origin shall have no liability to the Customer in respect of such defective Goods (except in relation to liability for any latent defects which are notified in writing to Origin within five (5) Business Days of discovery in which case the provisions of clause 5.2 b & c shall still apply and the Customer shall be entitled to a replacement, replacement parts or refund at Origin’s option in accordance with clause 5.2).
4. Origin shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
  1. the Customer makes further use of such Goods after giving notice in accordance with clause 5.2;
  2. the defect arises because the Customer failed to follow Origin’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods (including failure to follow the installation instructions provided on delivery of the Goods showing the correct installation method and usage);
  3. the defect arises as a result of Origin following any drawing, design or Specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of Origin;
  5. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions;
  6. in respect of Goods not conforming with their Specification or the with their description, the Goods differ from the Specification or with their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
  7. the defect arises as a result of condensation;
  8. the Goods are to be installed in the Hazardous Environment and this has not been advised to Origin; or
  9. the defect arises as a result of the Goods being installed in a Hazardous Environment without a Marine Finish and the appropriate hard-wearing components.
5. For the avoidance of doubt, Origin makes no warranty or representation that condensation will not occur or will be eliminated by the Goods and Origin shall not be liable for any condensation or damage or defect to the Goods due to condensation.
6. The Customer acknowledges that whilst every attempt is made to match paint colours on the Goods, slight variations may occur, and such paint finishes may dull due to weathering. Origin shall not be responsible or liable for any such dulling to the paint finishes on the Goods.
7. Unless Origin has supplied the glass forming part of the Goods (which has been expressly stated in the Order Confirmation), glass shall not be included as part of the Goods and Origin shall not have liability to the Customer in respect of any glass fitted or installed in the Goods.
8. Except as provided in this clause 5, Origin shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
9. These Conditions shall apply to any repaired or replacement Goods supplied by Origin.
10. For the avoidance of doubt, Origin shall be under no obligation to remove or re-install any defective Goods which have been installed or incorporated into any End-User’s property or premises or any part thereof.
THIRD PARTY INSTALLER
1. The Customer may, where necessary, utilise the services of a third-party installer (Third Party Installer) provided that the Third-Party Installer ensures all works completed align with the Origin installation guidelines/recommendation (provided to the Customer by Origin).
2. Origin will not be obligated to make good or be held liable for any damage to Goods, products, property, decoration or personal injury caused or sustained by a Third-Party Installer.
3. Where the Customer installs the Goods or utilizes a Third Party Installer to install the Goods, the Customer shall defend Origin against any third party claim arising out of or in connection with the installation of the Goods (Third Party Claim) and shall indemnify and hold Origin harmless 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 Origin in connection with any such Third Party Claim. This clause 6.3 shall survive termination of the Contract.
END USER
1. An operational guide and hazardous environment maintenance guide is available on the Origin website which the Customer must specify to the End-User of the Goods along with the location of the Origin standard product warranty terms. It is the responsibility of the Customer to ensure understanding by the End-User of this operational guide and hazardous environment maintenance guide together with information of the warranty offered.
2. All Origin products are supplied to End-Users with a protected end-user warranty against manufactured defective parts. Full details of which can be found under the separate terms and conditions titled Origin Frames Limited Warranty for Origin Products and can be found on the Origin website: https://origin-global.com/terms-and-conditions.
TITLE AND RISK
1. Risk in the Goods shall pass to the Customer on Delivery Completion.
2. Title to the Goods shall not pass to the Customer until the earlier of:
  1. Origin has received payment in full (cleared funds) for the Goods and any other goods or services that Origin has supplied to the Customer in respect of which payment has become due in which case title to the Goods shall pass at the time of payment of such sums; or
  2. the Customer re-sells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.3.
3. Subject to clause 8.6, the Customer may resell or use the Goods in the ordinary course of business (but not otherwise) before Origin receives payment of the Goods. However, if the Customer resells the Goods before that time:
  1. it does so as principal and not as Origin’s agent; and
  2. title to the Goods shall pass from Origin to the Customer immediately before the time at which the resale by the Customer occurs.
4. Until title to the Goods has passed to the Customer, the Customer shall:
  1. hold the Goods on a fiduciary basis as Origin's bailee;
  2. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Origin's property;
  3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  4. maintain the Goods in satisfactory condition and keep them safe and insured against all risks for their full price from the date of delivery;
  5. notify Origin immediately if it becomes subject to any of the events listed in clause 10.2;
  6. allow Origin access to the Goods for inspection purposes at reasonable times following a request by Origin; and
  7. give Origin such information relating to the Goods as Origin may require from time to time.
5. Showroom products and products for demonstration purposes are governed by their own contract including title and risk conditions. These other terms are available from Origin on request. The Customer must ensure that it notifies Origin that such Goods shall be used within a showroom or for demonstration purposes.
6. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 10.2, or Origin reasonably believes that any such event listed in clause 10.2 is about to happen and notifies the Customer accordingly, or the Customer is in any other default of any of the terms of the Contract (including for non-payment) and Origin serves notice on the Customer withdrawing the Customer’s authority to resell the Goods, then the following shall apply:
  1. the Customer’s right to re-sell, use, deal with the Goods or incorporate the Goods with other products shall automatically cease;
  2. provided that the Goods have not already been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Origin may have, Origin may at any time require the Customer to deliver up the Goods and the Customer shall comply accordingly. If the Customer fails to do so promptly, Origin shall be entitled to enter any premises of the Customer or of any third party where the Goods are stored in order to recover them and the Customer shall and shall procure that the relevant third party provides such access in order for Origin to recover the Goods;
  3. the Customer shall keep and shall procure that the relevant third party keeps the Goods safe until such time that Origin recovers the Goods.
PRICE AND PAYMENT
1. The price for the Goods and (if any) the Services shall be the price set out in the individual Order Confirmation, or, if no price is stated for the Goods, unless offered free of charge due to goodwill or warranty, the price applied will be set at Origin's retail pricing in force as at the date of Delivery Completion (in the case of Goods).
2. Origin may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and/or Services (if any) to reflect any increase in the cost that is due to:
  1. any factor beyond Origin's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), locations for delivery or installation, quantities or types of Goods or Services ordered, or the Specification;
  3. any delay caused by any instructions of the Customer or failure of the Customer to give Origin adequate or accurate information or instructions; or
  4. any modification to the Goods required as a result of Origin being advised that the Goods are due to be installed in a Hazardous Environment.
3. Except where otherwise set out in the Order Confirmation the price of the Goods is inclusive of the costs and charges of packaging, insurance and transport of the Goods to a UK mainland location.
4. Where the Order Confirmation stipulates that a Deposit is required the Customer shall pay such Deposit forthwith upon signing the Order Confirmation.
5. Where the Order Confirmation stipulates a Deposit is required commencement of manufacture of the Goods and agreement of a delivery date will not occur until Origin is in receipt of the Deposit in full.
6. The Deposit shall be non-refundable to the Customer except in the event that Origin advises the Customer in writing that it is unable to fulfil a Contract in which case it shall refund the Deposit to the Customer in full.
7. The price of the Goods and Services is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid invoice or pre-payment confirmation from Origin, pay to Origin such additional amounts in respect of VAT noted as are chargeable on the supply of the Goods and Services.
8. Origin shall invoice the Customer for the price of the Goods and (if any) the Services in accordance with the payment terms agreed in writing between the parties or as noted on each Order Confirmation.
9. The Customer shall pay the invoice in accordance with the Terms of Payment.
10. If the Customer fails to make any payment due to Origin under the Contract by the due date for payment (due date), then without prejudice to any other rights or remedies of Origin the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds TSB Bank PLC's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11. 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 setoff or counterclaim against Origin in order to justify withholding payment of any such amount in whole or in part. Origin may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Origin to the Customer.
CANCELLATION AND CUSTOMER'S INSOLVENCY, INCAPACITY OR BREACH
1. If the Customer becomes subject to any of the events listed in clause 10.2, or Origin reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, or the Customer commits a material breach of the Contract (including for non-payment) and fails to remedy the breach within 14 days of being notified to do so by Origin, without limiting any other right or remedy available to Origin, Origin may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Origin without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
2. For the purposes of clause 10.1, the relevant events are:
  1. the Customer makes any composition or voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) enters into administration or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or a moratorium comes into force in respect of the Customer (within the meaning of the Insolvency Act 1986);
  2. or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
  3. the Customer ceases, or threatens to cease, to carry on business;
  4. any Orders previously placed by the Customer have not been paid for at the date of the Order; or
  5. Origin reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
3. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
INSTALLATION/WORKMANSHIP SERVICES
1. If it is agreed on the Order Confirmation that Origin is to provide Services, the Customer shall:
  1. be liable for ensuring that Origin, its employees, consultants and subcontractors, are provided with access to any property and other facilities as reasonably required by Origin to provide the Services;
  2. co-operate with Origin in all matters relating to the Services;
  3. provide Origin with such information and materials as Origin may reasonably require in order to provide the Services and ensure that such information is complete and accurate in all material respects (Inc scaffolding, lifting/high reach equipment and such like).
  4. obtain and maintain all necessary permissions, permits and consents which may be required for installation before the date of provision of the Services; and
  5. ensure that all of the Customer’s equipment and any third-party products which are relevant to the supply of the Services are in good condition and working order and suitable for the purposes of providing the Services.
2. The location for the supply of the Services shall be as set out in the Contract or shall be such other place agreed in writing by Origin (Services Supply Location).
3. The Customer acknowledges and agrees that it shall be liable to Origin for any costs incurred by Origin if Origin or its employees, agents or subcontracts are unable to gain access to the End-User’s or any or other property at the time agreed between the parties for the purpose of discharging its obligations under the Contract.
4. Origin shall use all reasonable endeavors to meet any dates for provision of Services set out in the Contract, but any such dates shall be estimates only and time shall not be of the essence of the Services. Origin only warrants to the Customer that the Services will be provided using reasonable care and skill.
5. Origin shall not be liable for the failure of any Services in any of the following events:
  1. the non-compliance arises as a result of the Customer failing to comply with any of its obligations or responsibilities set out or referred to in clause 11.1; or
  2. the non-compliance arises as a result of fair wear and tear, willful damage, negligence or abnormal working conditions.
6. Origin shall not be responsible or in any way liable for any delay in supply of the Services that is caused by a Force Majeure Event or the Customer’s failure to provide Origin with adequate instructions or other information that is relevant to the supply of the Services notwithstanding that Origin may not have provided the Services on the date quoted in the Contract.
7. These Conditions shall apply to any replacement Services supplied by Origin.
8. All Installation services provided by Origin are warranted under the separate terms and conditions titled Origin Frames Limited Workmanship Warranty, which forms part of this Contract.
LIMITATION OF LIABILITY
1. Nothing in these Conditions shall limit or exclude Origin's liability for:
  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  2. fraud or fraudulent misrepresentation breach of the terms implied by section 12 of the Sale of Goods Act 1979 or by section 2 of the Supply of Goods and Services Act 1982;
  3. defective products under the Consumer Protection Act 1987; or
  4. any other matter in respect of which it would be unlawful for Origin to exclude or restrict liability.
2. Subject to clause 12.1:
  1. Origin shall under no circumstances whatever be liable to the Customer under or in connection with the Contract or in connection with the sale of the Goods and/or supply of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of actual or anticipated profit, economic loss or damage, loss of revenue, loss of opportunity or any indirect special or consequential loss or damage howsoever arising whether under or in connection with the Contract or otherwise; and
  2. Origin's total aggregate liability to the Customer in respect of all other losses or damages arising under or in connection with the Contract or in connection with the sale of the Goods and/or supply of the Services, whether in contract, tort (including negligence and gross negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to 125% of the aggregate amount paid by the Customer for Goods and (if any) the Services under the Contract.
3. The Contract constitutes the entire agreement between the parties for the sale and supply of the Goods and the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them whether written or oral relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, condition, assurance or warranty (whether express or implied or made innocently or negligently) that is not set out expressly in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on anything contained in the Contract.
4. If Origin’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or End-User, or there is a failure by the Customer or End-User to perform any relevant obligation (Default):
  1. without limiting or affecting any other right or remedy available to it, Origin shall have the right to suspend delivery or installation until the Customer remedies the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays Origin’s performance of its obligations;
  2. Origin shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Origin’s failure or delay performing any of its obligations; and
  3. the Customers shall reimburse Origin on written demand for any costs or losses sustained or incurred by Origin arising directly or indirectly from the Default.
FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or supply chain failure due to default of suppliers or subcontractors.
GENERAL
1. Assignment and subcontracting.
  1. Origin may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Origin.
2. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or by digital delivery methods.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by pre-paid first class post or recorded delivery, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. If delivered digitally on the date and time stamp noted on the delivery receipt.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
3. Severance
  1. If any court or 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 to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  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.
4. Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.
5. Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
6. Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised representative of Origin.
7. Governing law and jurisdiction. The 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.

ODFL_18.65.2 from 5.9.2024