Terms & Conditions

The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

• Definitions:

• Business Day: a day other than a Saturday, Sunday or public holiday, when banks in London are open for business.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 8.
• Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Customer: the person, firm or company who purchases the Goods and/or Services from the Supplier.
• Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
• Deliverables: the deliverables set out in the Order.
• Delivery Location: has the meaning given in clause 2.
• Force Majeure Event: has the meaning given to it in clause 16.
• GDPR: General Data Protection Regulation ((EU) 2016/679).
• Goods: the goods (or any part of them) set out in the Order.
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Order: the Customer's order for the supply of Goods and/or Services on the website.
• Services: the services, including the Deliverables, supplied by the Supplier to the Customer.
• Supplier: embh, a trading name of Redland embh Group Limited registered in England and Wales with company number 02901810.
  • Interpretation:
    • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a party includes its successors and permitted assigns.
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes fax and email.

2. Basis of contract 
   • Please follow the onscreen prompts to place an order. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
   • The order process allows the Customer to check and amend any errors before submitting the Order. The Customer should check the Order carefully before confirming it. The Customer is responsible for ensuring that the Order is complete and accurate.
   • After the Customer places an Order, the Customer will receive an email from the Supplier acknowledging that it has received it, but please note that this does not mean that the Order has been accepted. The Supplier will confirm its acceptance to you by sending you the invoice for your order (Invoice Confirmation). The Contract will only be formed when the Supplier sends the Invoice Confirmation to the Customer or, if earlier, the Goods are delivered and/or the Services are supplied, at which point and on which date the Contract shall come into existence.
   • If the Supplier is unable to supply the Customer with the Goods for any reason, the Supplier will inform the Customer of this by email and will not process your order. If the Customer has already paid for the Goods, the Supplier will refund you the full amount including any delivery costs charged as soon as possible.
   • Any catalogues, brochures, samples, drawings, descriptive matter, advertising, web pages or marketing materials issued by the Supplier and any descriptions or illustrations of the Goods and/or Services contained in the Supplier's catalogues, brochures, website or other media are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force. Although the Supplier has made every effort to display the colours accurately, the Supplier cannot guarantee that the Customer’s computer's display of the colours accurately reflect the colour of the Goods. The colour of the Goods may vary slightly from those images.
   • 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.
   • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
   • 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
   • Subject to clause 2.3, the Goods are described in the Supplier's catalogue and marketing information.
   • The Customer shall indemnify the Supplier 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the specification of any Goods. This clause 2 shall survive termination of the Contract.
   • The Goods may vary in non-material respects from those in the Supplier’s site, catalogue and/or marketing information. The packaging of the Goods may vary from those in the Supplier’s site, catalogue and/or marketing information.
   • The Supplier reserves the right to amend the specification of any Goods if required by any applicable statutory or regulatory requirement.
   • The Supplier reserves the right to change the specifications of the Goods from time to time and without prior notice provided that the Goods shall comply with any applicable statutory or regulatory requirements.
4. Delivery of Goods
   • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree, provided that the parties may instead otherwise agree that the Customer shall collect the Goods from the Supplier's premises at or such other location as may be agreed with the Customer before delivery (in each case, Delivery Location).
   • Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location, at which point the Customer shall be deemed to have accepted the Goods.
   • Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • If the Supplier fails to deliver the Goods, its liability shall be limited to the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
   • If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
     • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
     • the Supplier may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
   • If five Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier 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.
   • If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
   • The Supplier 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.
   • The Customer must notify the Supplier of any claim for whole or partial non-delivery of Goods, damaged Goods or the wrong quantity of Goods, within 48 hours of delivery.
   • Please refer to the site’s Delivery page for delivery locations.
   • If the Customer orders Goods from our site for delivery to a country outside the UK, the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. The Supplier has no control over these charges and cannot predict their amount.
   • The Customer will be responsible for payment of any such import duties and taxes. Please contact the local customs office for further information before placing your order.
   • The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Supplier will not be liable or responsible if you break any such law.
5. Quality of Goods
   • Subject to clause 3, The Supplier warrants that on delivery the Goods shall conform in all material respects with their description and be free from material defects in design, material and workmanship The Supplier does not warrant that the Goods comply with the laws, regulations or standards outside the UK.
   • Subject to clause 3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
     • the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
     • the Supplier is given a reasonable opportunity of examining such Goods; and
     • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost.
   • The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 1 if:
     • the Customer makes any further use of such Goods after giving a notice in accordance with clause 2;
     • the defect arises because the Customer failed to follow the Supplier'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;
     • the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
     • the Customer alters or repairs such Goods without the written consent of the Supplier;
     • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
     • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
     • the Customer makes use of the Goods otherwise than for the purpose for which they were intended.
   • Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.
   • The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and risk
   • The risk in the Goods shall pass to the Customer on completion of delivery or any deemed delivery, if earlier.
   • Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier 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 all such sums.
   • Until title to the Goods has passed to the Customer, the Customer shall:
     • hold the Goods on a fiduciary basis as the bailee of the Supplier;
     • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
     • notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1; and
     • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
   • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1, then, without limiting any other right or remedy the Supplier may have:
     • the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
     • the Supplier may at any time:
       • require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; 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
   • The Supplier shall supply the Services to the Customer in accordance with the specification of the Service in all material respects.
   • The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in writing beforehand, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   • The Supplier reserves the right to amend the specification of the Service if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
   • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer's obligations
   • The Customer shall:
     • ensure that the terms of the Order and any information it provides in the specifications of the Services and/or Goods are complete and accurate;
     • co-operate with the Supplier in all matters relating to the Services;
     • provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, accommodation and other facilities as reasonably required by the Supplier to provide the Services;
     • provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
     • prepare the Customer's premises for the supply of the Services;
     • 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;
     • comply with all applicable laws, including health and safety laws;
     • keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
     • comply with any additional obligations as set out by the Supplier.
   • If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
     • without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
     • the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 2; and
     • the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and payment
   • The price for Goods:
     • shall be the price as quoted on the site at the time the Order is submitted; and
     • shall be exclusive of all costs and charges of packaging, insurance and transport of the Goods, which may be invoiced to the Customer.
   • The charges for Services shall be calculated on a time and materials basis:
     • the charges shall be calculated in accordance with the Supplier's standard charges, call-out rates and/or hourly/half-hourly rates, as set out in its current price list at the date of the Contract, as applicable and as may be agreed between the parties;
     • the Supplier shall be entitled to charge a surcharge for any time worked by individuals whom it engages on the Services outside the hours of 8.30am to 5.00pm; and
     • the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
   • The Supplier takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see below for what happens if we discover an error in the price of Goods you ordered.
   • The Supplier sells a large number of Goods through the site. It is always possible that, despite reasonable efforts, some of the Goods on the site may be incorrectly priced. If the Supplier discovers an error in the price of the Goods the Customer has ordered, the Supplier will contact the Customer to inform the Customer of this error and the Supplier will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. If the Supplier is unable to contact the Customer using the contact details provided during the order process, the Supplier will treat the order as cancelled and notify the Customer in writing. If the Supplier mistakenly accepts and processes the Order where a pricing error is obvious and unmistakable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund any sums the Customer has paid.
   • The Supplier reserves the right to:
     • increase the charges for the Goods and/or Services from time to time, whether in line with the percentage increase in the Retail Prices Index or Consumer Prices Index in the preceding 12-month period, supplier price increases, change in operating costs or for any other reason in its sole discretion;
     • increase the price of the Goods to reflect any increase in the cost of the Goods to the Supplier that is due to:
       • any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
       • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification of any Goods; or
       • any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
     • In respect of Goods, the Supplier may invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier may invoice the Customer on or at any time after completion of the Services.
     • The Customer shall pay each invoice submitted by the Supplier:
       • by the end of the month following the date of the invoice; and
       • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

• 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
• The price of the Goods does not include delivery charges. Delivery charges are as advised during the check-out process before the order is confirmed. To check relevant delivery charges, please refer to the Delivery page.
• The Customer can pay for Goods using a debit card or credit card or through PayPal. If the Customer has a credit account, it may place an order on account.
• If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
• The Supplier may in its sole discretion accept returns of certain Goods after delivery has taken place, in which case the Customer will be credited for the price of the Goods less a collection charge, handling charge and a restocking fee.
• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
• The Supplier may require the Customer to pay a deposit (Deposit) before delivering the Goods or Services. Deposits are non-refundable.

10. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
    • The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
11. Data protection and data processing
    • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
    • Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
    • The Customer consents to the Supplier appointing a third-party processor of Personal Data under the Contract.
12. Confidentiality
    • Each party undertakes that it shall not [at any time OR at any time during the Contract, and for a period of [five] years after termination of the Contract,] disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2 or clause 12.3.
    • Each party may disclose the other party's confidential information:
      • to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • The Supplier may disclose the fact that it is a supplier to the Customer for the purposes of advertising, marketing and promotion.
    • Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • The Customer agrees that the Goods are supplied for internal use and agrees not to use the Goods for any resale purposes.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      • defective products under the Consumer Protection Act 1987; or
      • any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
    • Subject to clause 13.1:
      • the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, sales, business or revenue, loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss arising under or in connection with the Contract; and
      • the Supplier'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 100% of the price of the relevant Goods and/or Services.
    • Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    • This clause 13 shall survive termination of the Contract.
14. Termination
    • Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so;
      • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
      • the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
      • the Customer fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of control of the Customer.
    • Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
15. Consequences of termination
    • On termination of the Contract:
      • the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      • the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier 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.
    • Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
16. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

17. General
    • Assignment and other dealings
      • The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
    • • Notices
      • (a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
        • (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        • (ii) sent by fax to its main fax number or sent by email.
      • Any notice or communication shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; and
        • if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    • Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    • Entire agreement.
      • The Contract constitutes the entire agreement between the parties 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 acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
    • Third parties rights.
      • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing. The Customer’s acceptance of varied Conditions may be inferred by its conduct.
    • Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    • Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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embh grants you a non-exclusive licence to use this website upon the following Terms. We may terminate this licence at any time without notice.

Materials in Website

This website contains material which is owned by or licensed to the Operator. This material includes, but is not limited to, the design, layout, look, appearance and graphics. It is protected by intellectual property laws including, but not limited to Copyright.

You may view, use, download and store the material on this website for personal use or for the purpose of conducting business with us. Commercial use is not permitted. The re-distribution, re-publication, or otherwise making available of the material on this website to third parties, without our prior written consent is prohibited.

Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

Accuracy of Information

The information in this website is given in good faith and for general information and interest only. It is subject to change without notice. We are not responsible for any inaccuracies, and we make no representation nor give any warranty as to its accuracy.

The information in this website should not be relied on and does not constitute any form of advice or recommendation. By using this website you confirm that you have not relied on any such information. Any arrangements made between you and any third party named or referred to on the website are entirely at your risk.

All performance claims, technical data, and product specifications on our website are provided by the products' manufacturers. We will not be liable for any error or omission in these, or any resulting loss injury or damage.

Linking

This website may contain links to other websites. We accept no responsibility or liability for the content of other websites which are not under our strict control. No link is intended to be, nor should be construed as, an endorsement of any kind by us of any other website.

You may not create a link to this website from another website or document without our prior written consent.

Liability

We do not guarantee that use of this website will be compatible with all hardware and software which may be used by visitors to the site.

We will be under no liability to you whatsoever whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with the use of this website or the use, accessing, downloading or relying on any information or other materials contained in this website, including, without limitation, as a result of any computer virus.

These Terms do not exclude our liability (if any) to you for personal injury or death resulting from our negligence, for fraud or for any matter which it would be illegal for us to exclude or to attempt to exclude our liability.

Privacy

Our Privacy Policy forms part of these Terms.

Complete Agreement

These Terms (including the Privacy Policy referred to above) contain all the terms which you and the Operator have agreed in relation to the use of the website.

Jurisdiction and Acceptance of these Terms

This website is controlled and operated by embh, from our offices in England. The formation, existence, construction, performance, validity in all aspects whatsoever of these Terms and Conditions or of any term of these Terms and Conditions or any dispute in relation to the materials contained in this website shall be governed by English law. The English courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions or use of the website.

Your continued use of this website indicates your acceptance of these Terms.