ONLINE TERMS AND CONDITIONS OF SUPPLY
IF YOU ARE A BUSINESS YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 16.3 – LIMITATION OF LIABILITY
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that these terms or require any changes, please contact us to discuss.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are CMD Electrical Engineers Ltd a company registered in Scotland. Our company registration number is SC361918 and our registered office is at 4 Glen Orchy Drive, Cumbernauld, Glasgow, G68 0DE. Our registered VAT number is 976 4556 67.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01413780404 or by writing to us at email@example.com.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us in your order.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website and in our promotional materials and magazines are for illustrative purposes only. Although we have made every effort to display the products accurately, we cannot guarantee that a device's display of the product (including its colours) accurately reflects the product (including its colour). Your product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 - Your rights to end the contract).
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements. We will use our all reasonable endeavours to ensure that any changes we make do not impact your use of the product.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. If the products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.
(a) If the products are goods. If the products are goods we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
(b) If the products are one-off services. We will begin the services on the date agreed with you during the order process.
(c) If the products are ongoing services or a subscription to receive goods. We will supply the services or goods to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 09.00 to 17.00 on weekdays (excluding public holidays).
7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, you will have the option to collect the products from a local depot or the products will be returned to us.
7.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, collect them from a delivery depot or from us if the products are returned to us we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.7 If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10.2 will apply.
7.8 Your legal rights if we deliver goods late. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:
(a) we have refused to deliver the goods;
(b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) you told us before we accepted your order that delivery within the delivery deadline was essential.
7.9 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.8, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
7.10 Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause 7.8 or clause 7.9, you can cancel your order for any of the goods or reject goods that have been delivered. If you wish, you can reject or cancel the order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01413780404 or email us at firstname.lastname@example.org for a return label or to arrange collection.
7.11 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier organised by you collect it from us.
7.12 When you own goods. You own a product which is goods once we have received payment in full.
7.13 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.14 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see clause 6).
7.15 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 3 months and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.16 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 12.6). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.5).
8. YOUR RIGHTS TO END THE CONTRACT
IF YOU ARE A BUSINESS THIS CLAUSE 8 – “YOUR RIGHTS TO END THE CONTRACT” DOES NOT FORM PART OF OUR CONTRACT WITH YOU.
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
(c) If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.2);
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three months; or
(e) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 7.8).
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and to receive a refund.
8.4 When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
(a) goods or services where you have specifically requested a visit from us for the purpose of carrying out urgent repairs or maintenance;
(b) services, once these have been completed, even if the cancellation period is still running;
(c) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; or
(d) any products which become mixed inseparably with other items after their delivery.
8.5 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
(a) Have you bought services? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the cancellation period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
(b) Have you bought goods? If so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed. A contract for goods is completed when the product is delivered and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for products which will not be provided to you. For example, if you tell us you want to end the contract on 4 February we will continue to supply the product until 3 March. We will only charge you for supplying the product up to 3 March and will refund any sums you have paid in advance for the supply of the product after 3 March.
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
IF YOU ARE A BUSINESS THIS CLAUSE 9 – “HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)” DOES NOT FORM PART OF OUR CONTRACT WITH YOU.
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Phone or email. Call customer services on 01413780404 or email us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) Online. Complete the cancellation form on our website.
(c) By post. Print off the cancellation form and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at 4 Glen Orchy Drive, Craigmarloch, Cumbernauld, Glasgow, G68 0DE or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 01413780404 or email us at firstname.lastname@example.org for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
9.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
9.5 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
(c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
(a) if the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2; and
(b) in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
(d) you do not, within a reasonable time, allow us access to your premises to supply the services.
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
10.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will give you reasonable notice of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01413780404 or write to us at email@example.com.
11.2 Your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights.
11.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01413780404 or email us at firstname.lastname@example.org for a return label or to arrange collection.
12. PRICE AND PAYMENT
12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong? It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund to you any sums you have paid and require the return of any goods provided to you.
12.4 When you must pay and how you must pay. We accept payment with Visa and Mastercard processed via Paypal Here. When you must pay depends on what product you are buying:
(a) For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
(b) For services we will invoice you when the services are completed. You must pay each invoice within 7 calendar days after the date of the invoice.
12.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Royal Bank of Scotland from time to time. This 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. You must pay us interest together with any overdue amount.
12.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
13. OUR RESPONSIBILITY FOR LOSS SUFFERED BY YOU
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987
13.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
13.4 When we are liable for business losses. We will only be liable for loss of profit and/or loss of business (“losses”) to the customer where such losses are directly attributable to our actions. For the avoidance of doubt we have no liability for any indirect losses to the customer related to this contract or any associated products provided by us.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
15. OTHER IMPORTANT INFORMATION
15.1 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.2 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.3 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
15.4 Which laws apply to this contract and where you may bring legal proceedings? These terms are governed by Scots law and you can bring legal proceedings in respect of the products in the Scottish courts.
16. IF YOU ARE A BUSINESS
16.1 If you are a business the terms of this clause 16 apply to our contract with you to the exclusion of any term above which is inconsistent with this clause 16. The terms of this clause 16 do not apply to you if you are a consumer.
16.2 Entire Agreement. The contract with you, formed under clause 3.1, to which these terms and conditions constitutes apply, constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier other than that set out in this clause 16.
16.3 Quality of Services. We will provide any services to you using reasonable care and skill and in accordance with your order for services as accepted by us.
16.4 Quality of Goods. We warrant that on delivery and for a period of 12 months from the date of delivery (Warranty Period) goods supplied by us to you shall:
(a) conform in all material respects with their description and any applicable specification;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
16.5 Subject to clause 16.4, if:
(a) you give notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in clause 16.4;
(b) we are given a reasonable opportunity of examining such goods; and
(c) you (if asked to do so by us) return such goods to us at your own cost, we shall, at our option, repair or replace the defective goods, or refund the price of the defective goods in full.
16.6 We shall not be liable for the goods' failure to comply with the warranty in clause 16.4 if:
(a) you make any further use of such goods after giving a notice in accordance with clause 16.5;
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair such goods without our written consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
16.7 Except as provided in this clause 16, we shall have no liability to you in respect of the goods' failure to comply with the warranty set out in clause 16.4.
16.8 The terms of these conditions shall apply to any repaired or replacement goods supplied by us to you under clause 16.5.
16.9 Delivery. We shall deliver the goods to you at the location detailed in your order as accepted by us and delivery of the goods shall be completed upon arrival of the goods at that location.
16.10 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the goods that is caused by an event outwith our control or by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
16.11 If we fail to deliver the goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods. We shall have no liability for any failure to deliver the goods to the extent that such failure is caused by an event outwith our control, by your failure to provide us with adequate delivery instructions for the goods or any relevant instruction related to the supply of the goods.
16.12 If you fail to accept or take delivery of the goods within 3 working days we may resell or otherwise dispose of part or all of the goods and, after deducting 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.
16.13 Limitation of liability. Subject to clause 13.2:
(a) we shall under no circumstances whatever be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid by you for the products supplied under the contract.
16.14 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
16.15 Clauses 16.13 and 16.4 shall survive termination of the contract.
16.16 Termination. You may only terminate the contract in accordance with clauses 16.16 and 16.17. Without limiting their other rights or remedies either party may terminate the contract by giving the other party not less than 1 months' written notice.
16.17 Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 working days after receipt of notice in writing to do so; or
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.
16.18 Without limiting our other rights or remedies, we may terminate the contract with immediate effect by giving written notice to you if you fail to pay any amount due under the contract on the due date for payment.
16.19 Without limiting our other rights or remedies, we may suspend the supply of services or all further deliveries of goods under the contract or any other contract between us if you fail to pay any amount due under the contract on the due date for payment, you becomes subject to any of the events listed in clause 16.17(a), or we reasonably believes that you are about to become subject to any of them.
16.20 On termination of the contract for any reason:
(a) you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) you shall return all of our materials and which have not been fully paid for. If you fail to do so, we may enter your premises and take possession of them. Until all of our materials have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16.21 Clause 8 (Your rights to end the contract) and clause 9 (How to end the contract with us (including if you have changed your mind) do not form part of our contract with you.