Standard Terms and Conditions of
FP Executive Agency Limited (number 03335982) whose registered
office is at 113-117 Farringdon Road, London EC1R 3BX
FP Mailing (North West) Limited (number 03713395) whose
registered office is at 113-117 Farringdon Road, London
EC1R 3BX
FP Mailing (City) Limited (number 05386642) whose registered
office is at Unit 15, Swan Business Park, Sandpit Road,
Dartford, Kent, DA1 5ED
1. Definitions and Interpretation
1.1 Please refer to clause 16 for definitions and interpretation.
2. Application of Terms
2.1 These terms and conditions apply to all sales by
the Supplier. These terms and conditions can only be varied
in writing signed by the Managing Director of the Supplier.
No representation about the Products (except those set
out in the Contract) shall have any effect unless expressly
agreed in writing by the Managing Director of the Supplier.
3. Description
3.1 The quantity and description of the Products shall
be as set out in the Contract.
3.2 The Supplier may from time to time, in its absolute
discretion, and without notice to the Customer, make
changes to the specification of the Products where such
changes:-
3.2.1 are required to comply with any regulations and/or
laws from time to time in force; or
3.2.2 do not, in the reasonable opinion of the Supplier,
affect the fitness of the purpose for which the Products
are intended to be used as set out in any Products Specification
provided by the Supplier.
3.3 Subject to clause 11, all samples, drawings,
descriptive matter, specifications and advertising
issued by the Supplier and any descriptions or illustrations
contained in the Supplier’s catalogues or brochures
are issued or published for the sole purpose of giving
an approximate idea of the Products described in
them. They shall not form part of the Contract and
this is not a sale by sample.
4. Price
4.1 The price for the Products shall be the price agreed
by the Supplier in writing.
4.2 The price for the Products shall be exclusive of
any value added tax and (unless otherwise agreed by the
Supplier in writing) all costs or charges in relation
to packaging, loading, unloading, carriage and insurance,
all of which amounts the Customer shall pay in addition
when it is due to pay for the Products.
5. Orders
5.1 Each order by the Customer or acceptance of a quotation
for Products by the Customer from the Supplier shall
be deemed to be an offer by the Customer to buy Products
subject to these terms and conditions.
5.2 No offer by the Customer (as referred to in clause
5.1) shall be deemed to be accepted by the Supplier until
an invoice in respect of the Products is issued by the
Supplier or (if earlier) the Supplier delivers the Products
to the Customer.
5.3 The Customer shall ensure that the terms of its
order are complete and accurate.
5.4 Any quotation given by the Supplier to the Customer
is valid for a period of 30 days only from its date,
provided that the Supplier has not previously withdrawn
it.
6. Payment
6.1 Subject to clause 6.4, payment of the price for
the Products is due in pounds sterling within 14 days
of the date of the Supplier's invoice.
6.2 Time for payment shall be of the essence.
6.3 The Supplier may, in its absolute discretion, accept
payment for the price of the Products via PAYPAL, cheque,
postal order, bank transfer and such debit and/or credit
card as the Supplier may from time to time determine.
6.4 No payment shall be deemed to have been received
until the Supplier has received cleared funds.
6.5 If the Contract terminates for any reason, all amounts
payable by the Customer shall become immediately due
for payment.
6.6 The Customer shall make all payments due under the
Contract in full without any deduction whether by way
of set-off, counterclaim, discount, abatement or otherwise,
subject to any mandatory right of set-off pursuant to
the Insolvency Act 1986 which is not capable of exclusion.
6.7 If the Customer fails to pay the Supplier any sum
due pursuant to the Contract, the Customer shall be liable
to pay interest to the Supplier on such sum from the
due date for payment at the annual rate of 2% above the
base lending rate from time to time of the Royal Bank
of Scotland Plc, accruing on a daily basis until payment
is made, whether before or after any judgment.
7. Delivery
7.1 Unless otherwise agreed by the Supplier in writing,
delivery of the Products shall take place at the Place
of Delivery.
7.2 The Customer shall take delivery of the goods within
7 days of the Supplier giving it notice that the Products
are ready for delivery.
7.3 Any dates specified by the Supplier for delivery
of the Products (including in this clause 7) are an estimate.
Time for delivery is not of the essence and shall not
be made of the essence by notice.
7.4 If for any reason the Customer fails to accept delivery
of any of the Products when they are ready for delivery,
or the Supplier is unable to deliver the Products on
time because the Customer has not provided appropriate
instructions, documents, licences or authorisations:-
7.4.1 risk in the Products shall pass to the Customer
(including for loss or damage caused by the Supplier’s
negligence);
7.4.2 the Products shall be deemed to have been delivered;
7.4.3 the Supplier may store the Products until delivery
and the Customer shall be liable for all related costs
and expenses (including storage, insurance and carriage);
and
7.4.4 the price for the Products shall become due immediately.
7.5 Unless otherwise agreed by the Supplier in writing,
the Customer shall provide at the Place of Delivery and
at its expense adequate and appropriate equipment and
manual labour for accepting delivery of the Products.
7.6 The Supplier may deliver the Products by separate
instalments. Each separate instalment shall be invoiced
and paid for in accordance with the provisions of the
Contract.
7.7 Each instalment shall be a separate Contract and
no cancellation or termination of any one Contract relating
to an instalment shall entitle the Customer to repudiate
or cancel any other Contract or instalment.
8. Installation
8.1 If so requested by the Customer, the Supplier may
in its absolute discretion, agree to install the Products
at the premises of the Customer for an extra charge.
8.2 Where the Supplier agrees at the request of the
Customer to install the Products at the premises of the
Customer, the Customer shall permit the Supplier access
to such of its premises or personnel as the Supplier
may reasonably require to perform the installation.
8.3 If the Customer fails to comply with clause 8.2,
the Supplier may invoice the Customer in respect of any
reasonable costs and expenses incurred by the Supplier
as a consequence of the Customer failing to comply with
clause 8.2.
9. Non-Delivery
9.1 The quantity of any consignment of Products as recorded
by the Supplier upon despatch from the Supplier’s
place of business shall be conclusive evidence of the
quantity received by the Customer on delivery unless
the Customer can provide conclusive evidence proving
the contrary.
9.2 The Customer shall inspect the Products on delivery
and shall, within 7 days of the date of delivery, notify
the Supplier in writing of any alleged defect, shortage
of quantity, surplus of quantity, damage or failure to
comply with the description given by the Supplier.
9.3 If the Customer does not so notify the Supplier
(in accordance with clause 9.2) the Products delivered
shall be presumed to be in accordance with the terms
of the Contract and free from any defect, damage or shortage
of quantity which would be apparent on a reasonable examination
of the Products and the Customer shall be deemed to have
accepted the Products.
9.4 Any liability of the Supplier for total or partial
non-delivery of Products shall be limited to replacing
the Products within a reasonable time or issuing a credit
note at the pro rata Contract rate against any invoice
raised for such Products.
10. Risk/Title
10.1 Subject to clause 7.4, the Products are at the
risk of the Customer from the time of delivery.
10.2 Ownership of the Products shall not pass to the
Customer until the Supplier has received in full (in
cash or cleared funds) all sums due to it in respect
of: -
10.2.1 the Products; and
10.2.2 all other sums which are or which become due
to the Supplier from the Customer on any account with
the Supplier.
10.3 Until ownership of the Products has passed to the
Customer, the Customer shall: -
10.3.1 hold the Products on a fiduciary basis as the
Supplier’s bailee;
10.3.2 store the Products (at no cost to the Supplier)
separately from all other goods of the Customer or
any third party in such a way that they remain readily
identifiable as the Supplier’s property and if
so requested by the Supplier, notify the Supplier in
writing of the place or places where the Products are
stored;
10.3.3 not destroy, deface or obscure any identifying
mark or packaging on or relating to the Products; and
10.3.4 maintain the Products in satisfactory condition
and keep them insured on the Supplier’s behalf
for their full price against all risks to the reasonable
satisfaction of the Supplier. On request the Customer
shall produce the policy of insurance to the Supplier.
10.4 The Customer’s right to possession of the
Products shall terminate immediately if: -
10.4.1 the Customer fails to pay the Supplier for those
Products on or before the due day for payment;
10.4.2 the Customer has a bankruptcy order made against
it or makes an arrangement or composition with its creditors,
or otherwise takes the benefit of any statutory provision
for the time being in force for the relief of insolvent
debtors, or convenes a meeting of its creditors (whether
formal or informal), or enters into liquidation (whether
voluntary or compulsory) or has a receiver and/or manager,
administrator or administrative receiver or any like
officer appointed of its undertaking or any part thereof,
or documents are filed with the court for the appointment
of an administrator of the Customer or notice of intention
to appoint an administrator is given by the Customer
or its directors or by a qualifying floating charge holder
(as defined in paragraph 14 of Schedule B1 to the Insolvency
Act 1986), or a resolution is passed or a petition presented
to any court for the winding-up of the Customer or for
the granting of an administration order in respect of
the Customer, or any proceedings are commenced relating
to the insolvency or possible insolvency of the Customer
or any like event occurs in relation to the Customer
under the law of any relevant jurisdiction; or
10.4.3 the Customer suffers or allows any execution,
whether legal or equitable, to be levied on its property
or obtained against it, or fails to observe or perform
any of its obligations under the Contract, or is unable
to pay its debts within the meaning of section 123 of
the Insolvency Act 1986 or the Customer ceases to trade;
or
10.4.4 the Customer encumbers or in any way charges
any of the Products.
10.5 The Supplier shall be entitled to recover payment
for the Products notwithstanding that ownership of any
of the Products has not passed from the Supplier.
10.6 The Customer grants the Supplier, its agents and
employees an irrevocable licence at any time to enter
any premises, with or without vehicles, where the Products
are or may be stored in order to inspect them, or, where
the Customer’s right to possession has terminated,
to recover them.
10.7 Where the Supplier is unable to determine whether
any Products are the goods in respect of which the Customer’s
right to possession has terminated, the Customer shall
be deemed to have sold all goods of the kind sold by
the Supplier to the Customer in the order in which they
were invoiced to the Customer.
10.8 On termination of the Contract, howsoever caused,
the Supplier's (but not the Customer’s) rights
contained in this clause 10 shall remain in effect.
11. Quality
11.1 The Supplier warrants that (subject to the other
provisions of these terms and conditions) upon delivery
(and for a period of 12 months from the date of delivery)
the Products shall: -
11.1.1 be of satisfactory quality within the meaning
of the Sale of Goods Act 1979; and
11.1.2 be reasonably fit for the purpose for which the
Products are intended to be used as set out by the Supplier
in the Products Specification (if any).
11.2 The Supplier shall not be liable for a breach of
any of the warranties in clause 11.1 unless: -
11.2.1 the Customer gives written notice of the defect
to the Supplier (including if the defect is as a result
of damage in transit to the carrier) within 7 days of
the time when the Customer discovers or ought to have
discovered the defect; and
11.2.2 the Supplier is given a reasonable opportunity
after receiving the notice of examining such Products
and the Customer (if asked to do so by the Supplier)
returns such Products to the Supplier’s place of
business at the Supplier’s cost for the examination
to take place there.
11.3 The Supplier shall not be liable for a breach of
any of the warranties in clause 11.1 if: -
11.3.1 the Customer makes or permits any use of the
Products after giving a notice under clause 11.2.1; or
11.3.2 the defect arises because the Customer (or
any person to whom the Customer supplies the Products
and/or any person who uses the Products) failed to
follow the Supplier’s oral or written instructions
as to the handling, installation, commissioning, use,
administration or maintenance of the Products (including
any set out in the Products Specification or (to the
extent that there are none) good trade practice; or
11.3.3 the defect arises because of careless or wrongful
usage, negligence, unauthorised alteration maintenance
or repair, fair wear and tear.
11.4 Subject to clauses 11.2 and 11.3, if any of the
Products do not conform with any of the warranties in
clause 11.1, the Supplier shall at its option repair
or replace such Products (or the defective part) or refund
the price of such Products at the pro rata Contract rate.
If the Supplier so requests, the Customer shall, at the
Supplier’s expense, return the Products or the
part of such Products which is defective to the Supplier.
11.5 If the Supplier complies with clause 11.4 in respect
of any Products it shall have no further liability for
a breach of any of the warranties in clause 11.1 in respect
of such Products.
11.6 Any Products replaced shall belong to the Supplier
and any repaired or replacement Products shall be guaranteed
on the terms contained in clause 11.1 for the balance
of the period of 12 months referred to in clause 11.1.
12. Limitation of Liability
12.1 Subject to clauses 7, 8, 9 and 11, the following
provisions set out the entire financial liability of
the Supplier (including any liability for the acts or
omissions of its employees, agents and sub-contractors)
to the Customer in respect of: -
12.1.1 any breach of these terms and conditions;
12.1.2 any use made or resale by the Customer of any
of the Products, or of any product incorporating any
of the Products; and
12.1.3 any representation, statement or tortious act
or omission including negligence arising under or in
connection with the Contract.
12.2 All warranties, clauses and other terms implied
by statute or common law (save for the conditions implied
by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded from the
Contract.
12.3 Nothing in these terms and conditions excludes
or limits the Supplier’s liability: -
12.3.1 for death or personal injury caused by the
Supplier’s
negligence; or
12.3.2 for fraud or fraudulent misrepresentation; or
12.3.3 under section 12 Sale of Goods Act 1979 and/or
under section 2(3), Consumer Protection Act 1987; or
12.3.4 for any matter which it would be illegal or unlawful
for the Supplier to exclude or attempt to exclude its
liability; or
12.3.5 for fraud or fraudulent misrepresentation.
12.4 Subject to clauses 12.2, 12.3 and 12.5, the Supplier’s
total liability in contract, tort (including negligence
or breach of statutory duty), misrepresentation, restitution
or otherwise, arising in connection with the performance
or contemplated performance of the Contract shall be
limited to the greater of (1) the Contract price (excluding
VAT) in respect of the Products to which that liability
of the Customer relates or (2) the sum of £25,000.00.
12.5 Subject to clauses 12.2 and 12.3, the Supplier
shall not be liable to the Customer for any pure economic
loss, loss of profit, loss of business, depletion of
goodwill or otherwise, in each case whether direct, indirect
or consequential, or any claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in
connection with the Contract.
13. Event Outside Our Control
13.1 The Supplier shall not be in breach of the Contract
nor liable for any failure or delay in performance of
any obligation under the Contract arising from or attributable
to an Event Outside Our Control.
13.2 The corresponding obligations of the Customer will
be suspended to the same extent as those of the Supplier
affected by an Event Outside Our Control. Provided that
the foregoing shall not affect any liability of the Customer
to pay the price for Products if the price has fallen
due for payment.
13.3 If the Supplier is subject to an Event Outside
Our Control, it shall: -
13.3.1 as soon as reasonably practicable notify the
Customer of the nature and extent of an Event Outside
Our Control causing its failure or delay in performance;
and
13.3.2 use reasonable endeavours to mitigate the effect
of an Event Outside Our Control and to carry out its
obligations under the Contract in a way that is reasonably
practicable and to resume the performance of its obligations
as soon as reasonably practicable.
13.4 If an Event Outside Our Control prevails for a
continuous period of more than 60 days, either party
may terminate the Contract by giving 7 days’ written
notice to the other. On the expiry of this notice period,
the Contract will terminate. Such termination shall be
without prejudice to the rights of the parties in respect
of any breach of the Contract occurring prior to such
termination.
14 General
14.1 The Customer may not assign or transfer the Contract
in whole or in part. The Supplier shall have a right
to assign, subcontract or otherwise deal with all or
any of its rights and/or obligations under the Contract.
14.2 Each right or remedy of the Supplier under the
Contract is without prejudice to any other right or remedy
of the Supplier whether under the Contract or not.
14.3 If any provision of the Contract is found by any
court, tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent
of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the
remainder of such provision shall continue in full force
and effect. Each provision and part of a provision shall
be deemed separate and severable and enforceable accordingly.
14.4 Failure or delay by the Supplier in enforcing or
partially enforcing any provision of the Contract shall
not be construed as a waiver of any of its rights under
the Contract.
14.5 Any waiver by the Supplier of any breach of, or
any default under, any provision of the Contract by the
Customer shall not be deemed a waiver of any subsequent
breach or default and shall in no way affect the other
terms of the Contract.
14.6 The Annex shall be enforceable by Francotyp-Postalia
Limited (no. 02445645) (“FP”). Subject to
that, the parties to the Contract do not intend that
any term of the Contract shall be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999 by
any person that is not a party to it. Notwithstanding
that the Annex may be enforceable by FP, the Supplier
and the Customer may without FP’s agreement terminate
or rescind the Contract or agree to any variation, waiver
or settlement of the Contract.
14.7 Any notice required by this Contract to be given
by either party to the other shall be in writing and
shall be served by delivery by hand or by sending the
same by first class post or facsimile to (in the case
of hand or postal delivery) the address notified by a
party for the purposes of this clause or the last known
address of the other party and (in the case of facsimile)
to the fax number of the party to be served.
14.8 Notices delivered by hand on a business day shall
be deemed served on that business day. Notices sent by
post shall be deemed served on the 2nd business day after
(and excluding) the day of posting and notices sent by
fax on a business day shall be deemed served on that
business day and if not sent on a business day, on the
next business day after sending.
14.9 The formation, existence, construction, performance,
validity and all aspects of the Contract shall be governed
by English law and the parties submit to the exclusive
jurisdiction of the English courts.
15 Entire Agreement
15.1 The Customer acknowledges that it has not relied
on any statement, promise or representation made or given
by or on behalf of the Supplier which is not set out
in the Contract.
15.2 Subject to clause 2.1, the Contract shall be on
these terms and conditions to the exclusion of all other
terms and conditions (including any terms or conditions
which the Customer purports to apply under any purchase
order, confirmation of order, specification or other
document). If the Products include a postage meter, the
provisions of the Annex also apply.
15.3 No terms or conditions endorsed on, delivered with
or contained in the Customer's purchase order, confirmation
of order, specification or other document shall form
part of the Contract simply as a result of such document
being referred to in the Contract.
16.1 The following words have the following meanings:
“Customer” the person, firm or company
who enters a Contract with the Supplier for the purchase
of the Products from the Supplier;
“Contract” any contract between the
Supplier and the Customer for the sale and purchase
of Products, incorporating these terms and conditions;
“Event Outside Our Control” any act,
event, omission or accident beyond the reasonable
control of the Supplier, including any of the following:
-
- acts of God, including fire, flood, earthquake,
windstorm or other natural disaster;
- war, threat of or preparation for war, armed
conflict, imposition of sanctions, embargo, breaking
off of diplomatic relations of similar actions;
- terrorist attack, civil war, civil commotion
or riot;
- nuclear, chemical or biological contamination
or sonic boom;
- mandatory compliance with any law;
- fire, explosion or accidental damage;
- loss at sea;
- adverse weather conditions;
- collapse of building structures, failure
of plant, machinery, computers or vehicles;
- any labour dispute, including strikes, industrial
action or lockouts;
- non-performance by suppliers or subcontractors
including failure to supply in whole or in part and/or
delay in supplying (other than by companies in the
same group as the party seeking to rely on this clause);
and
- interruption or failure of utility service,
including electronic power, gas or water.
“Place of Delivery” the place requested
by the Customer and agreed by the Supplier;
“Products” any goods agreed in the Contract
to be supplied to the Customer by the Supplier (including
any part or parts of them);
“Products Specification” the written specification
for the Products, provided by the Supplier to the Customer
and identified by the Supplier as the specification
of the Products for the purposes of the Contract;
“the Supplier” whichever of the following
companies the Customer has an account with: FP Executive
Agency Limited (number 03335982); FP Mailing (North West)
Limited (number 03713395); or FP Mailing (City) Limited
(number 05386642). (Please note that accounts are generally
only opened after the first order has been placed; when
the Customer places a first order an account will be
opened with one of these companies depending on the Customer’s
postcode).
16.2 In these terms (except where the context otherwise
requires):
16.2.1 the clause headings are included for convenience
only and shall not affect interpretation;
16.2.2 use of the singular includes the plural and vice
versa;
16.2.3 any reference to a statute, statutory provision
or subordinate legislation (“legislation”)
and the rules of any regulator (“regulatory rules”)
shall (except where the context otherwise requires)
be construed as referring to such legislation and regulatory
rules as amended and in force from time to time and
to any legislation which re-enacts or consolidates
(with or without modification) any such legislation;
16.2.4 “business day” is any day other
than a Saturday, Sunday or a public holiday in England;
16.2.5 any phrase introduced by the terms “including”, “include”, “in
particular”, “for example” or the letters “e.g.” or
any similar expression shall be construed as illustrative
and shall not limit the sense of the words that precede
it.
17.1 This Contract and our relations prior to the
establishment of any contract between us shall be governed
by and construed in accordance with the laws of England
and Wales.
Terms and Conditions: Postage Meters
1 POSTAGE METER.
Where a postage meter (“the Meter”) is
part of the Products, this agreement is conditional upon:-
(a) the Supplier or FP obtaining authority (the “Authority”)
from the Post Office enabling the relevant end user
to use the Meter; and
(b) the relevant end user entering into an agreement
with FP to deal with teleset terms and conditions and
for the maintenance of the Meter. Such agreements must
be maintained throughout the period the relevant end
user retains the right to use the Meter. No Meter will
be supplied unless such agreements have been effected.
In this agreement references to the ‘end user’ mean
the person who is to be the user of the Meter (which
may be the Purchaser or another person).
In accordance with the requirements for the time being
of the Post Office: (a) FP will retain ownership of all
franking and date stamping dies and these are not the
subject of any sale to the Customer and (b) the Supplier
and FP are entitled to repossess the same forthwith if
the Post Office requires.
The following are each conditions of this agreement:
the Customer agrees with the Supplier and FP that throughout
the period of this agreement the Customer will and will
procure that all end users who acquire any Meter directly
or indirectly from the Customer will:
(i) strictly perform and observe all the terms and conditions
of the Authority and will not do or omit to do anything
which might be a breach of the Authority or which might
render the same liable to revocation or termination by
the Post Office but will nevertheless forthwith give
written notice to the Supplier of any such revocation
or termination;
(ii) indemnify the Supplier and FP and keep the Supplier
and FP indemnified from and against any liability incurred
by the Supplier and/or FP to the Post Office in consequence,
or on account of, or in connection with:
(a) the use by any person of the Meter whether without
making due payment or otherwise; or
(b) the Authority or any other approval authority instruction
or licence at any time given or granted by the Post Office
relating to the Meter;
and against all actions, proceedings, claims, demands,
costs, damages and expenses howsoever arising in relation
to the foregoing;
(iii) at all times ensure that unless FP’s written
consent and that of the Post Office is first obtained
no alteration or addition is made to any part of the
Meter or the design or colour of any impression approved
for the time being by the Post Office and no attachment
is made to the Meter whether so as to affect the franking
or revenue recording mechanism thereof or otherwise;
(iv) at the Customer’s cost forthwith upon request
made at any time deliver the Meter to the Supplier
(or FP if FP so requests) or to specified Post Office
premises for inspection or testing purposes and in
due course collect the same when so required by the
Supplier or FP;
(v) permit the Supplier or FP to supply to the Post
Office reports of inspections and maintenance of the
Meter;
(vi) permit the Supplier (or FP if FP so requests) to
undertake such inspections repairs maintenance or other
alterations to the Meter (or other Products), provide
the Supplier (or FP if FP so requests) with such information
and permit the Supplier (or FP if FP so requests) to
supply to the Post Office any information as may be appropriate
for the Supplier and/or FP to comply with the requirements
of the Post Office from time to time;
(vii) notify the Supplier immediately of any loss theft
or damage to the Meter;
(viii) at the Customer’s cost comply with the
requirements of the Post Office from time to time;
(ix) permit the Supplier’s authorised representative
(or the authorised representative of FP if FP so requires)
and/or the representatives of the Post Office to inspect
the Meter at all reasonable times;
(x) only use the Meter at the premises stated in the
Contract. The Customer must forthwith notify the Supplier
FP and the Post Office if the Customer intends to use
the Meter at any other premises and prior to doing so
obtain consent from the Post Office.
The Supplier shall have no liability to supply to the
Customer the Meter if prior to the due date for delivery
the Post Office withdraws its approval for the Meter.
In the event that:-
(a) the Customer or the relevant end user (as the case
may be) breach any of the terms and/or conditions of
this agreement in relation to the Meter and/or any maintenance
contract or teleset agreement in force in relation to
the Meter and (if such breach is remediable) such breach
remains unremedied for seven days following written notice
by us specifying such breach; or
(b) the Customer or the relevant end user (as the
case may be) breach any of the Post Office’s
requirements from time to time and/or the Authority
is revoked or terminated or the Post Office otherwise
requires us to repossess franks and dies; or
(c) any event as referred to in clause 10.4.2 and/or
10.4.3 of the terms and conditions of which this Annex
forms part has occurred or if in our opinion any such
event is likely to occur;
the Supplier and FP will be entitled without prejudice
to any other rights that the Supplier or FP may have
forthwith or at any time thereafter (by notice in writing
to the Supplier), to notify the Customer that the Supplier
requires the Customer (or the relevant end user) to return
to FP forthwith all franks and dies. In that event the
Customer (or the relevant end user) will cease to possess
any franks and dies with the Supplier’s consent
(and that of FP) and the Customer (or the relevant end
user) shall forthwith deliver the same to FP, and in
default thereof the Supplier and FP will be entitled
to enter any premises where the same are located or where
we believe they are located and to repossess all franks
and dies and we will be entitled by notice in writing
to the Customer to declare (and there will forthwith
become) immediately due and payable any amount outstanding
from the Customer to the Supplier under this or any other
agreement and all such amounts will bear interest at
the rate set out above from the date of the notice until
actual payment as well after as before any judgment.
The Customer shall procure compliance by any relevant
end user with the provisions of this paragraph 2 of the
Annex (and all other provisions of this agreement that
relate to such end user) and indemnify the Supplier and
FP on demand in respect of all costs losses claims and
damages the Supplier may suffer or incur as a result
of the failure of any such end user to comply as aforesaid.
November 2007
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