Version February 2025
Customer's attention is expressly drawn to the exclusions and limitations of liability in favour of SKE under this contract, including under clause 11, and the limited remedies that the Customer has available against SKE, who is merely responsible for providing the Goods to the Customer. The Customer acknowledges that its primary remedies for defects in the Goods will be against the manufacturer, in accordance with the manufacturer's separate warranty.
1. Basis of Contract
1.1. SKE shall supply and the Customer shall purchase the Goods, subject to these Conditions, which supersede any other terms which the Customer purports to apply or which are implied by trade, custom or course of dealing.
1.2. To the extent there is any conflict or inconsistency between:
1.2.1. the Confirmation;
1.2.2. any Supplementary Terms;
1.2.3. these Conditions;
1.2.4. any documents referred to in these Conditions; and
1.2.5. the Order,
the earlier listed document shall prevail over a latter listed document to the extent of the conflict or inconsistency.
1.3. SKE supplies Goods to business and trade customers only. For the avoidance of doubt, SKE does not supply Goods to consumers and the Customer acknowledges it is not acting in the capacity of a consumer.
1.4. Moreover, SKE is a distributor of the Goods – any Services relating to the Goods will, unless expressly agreed otherwise in writing between the parties, are outside the scope of this Contract, and will be subject to the terms of the Third Party Services Provider.
2. Advertising and Promotional Material
Any samples, drawings, advertising, promotional material, descriptions, performance figures or technical data, dimensions, and similar information or documentation contained on SKE's website, in quotations, published price lists, presentations, catalogues, brochures delivered, published or issued by SKE or any other general correspondence issued by SKE prior to the supply of the Goods are intended merely to present a general introduction to the Goods described and do not form part of the Contract.
3. Orders and Specifications
3.1. Any proposal given by SKE shall not constitute an offer and is only valid for a period of 15 Business Days from its date of issue, unless otherwise specified in the proposal. Proposals and quotes may not be reproduced by the Customer and shall be deemed to be SKE’s Confidential Information.
3.2. The Customer's order is an offer to purchase the Goods specified in a proposal, subject to these Conditions. The Customer shall ensure that the terms of any order (including any specification supplied by the Customer) are complete and accurate in all material respects.
3.3. No order for the Goods shall be deemed to be accepted by SKE unless and until a Confirmation is issued by SKE (at its discretion) or, if earlier, SKE delivers the Goods.
3.4. Each Confirmation or delivery in accordance with Condition 3.3 gives rise to a Contract, and each Contract is separate from each other Contract.
3.5. Unless otherwise agreed, no Contract may be cancelled by the Customer except with SKE’s written agreement and on terms that the Customer shall indemnify SKE against all Losses incurred by SKE as a result of the cancellation. Additionally, to further rights as stipulated herein, SKE reserves the right to charge the Customer 10 % of the order price as a cancellation or non-collection of ordered Goods charge, which the parties agree is a reasonable and proportionate amount to protect SKE's legitimate interest in its initial production and/or service delivery costs.
3.6. SKE reserves the right to make any changes to the Goods which are necessary to comply with any applicable Regulations or safety requirement, or which do not materially affect the nature or quality of the Goods.
4. Prices
4.1. Prices specified are valid only for the Goods specified in the Confirmation or as otherwise agreed in writing.
4.2. If no price is specified in the Confirmation or otherwise agreed in writing, the price for Goods shall be as set out in SKE's price list which is available upon request - as at the date of delivery of Goods. Customer should be expressly aware that the Price is valid only as of the date of the Confirmation, and may, due to factors outside of SKE's control, increase pursuant to Condition 4.3 below.
4.3. SKE may, by giving notice to the Customer at any time (whether before or after the Confirmation is issued), charge an increased Price when the cost of supplying the Goods increases for any reason which is beyond the reasonable control of SKE, including, but not limited to, SKE’s increased costs of duty, carriage, freight, insurance or where the supply of the Goods is varied or delayed due to any acts or omissions of the Customer, including a failure to supply information or failure to supply information which is accurate in all material respects, delay in approving specifications or alteration of requirements or otherwise. SKE shall only increase its Price by such an amount so as to enable it to recover such additional cost or expense.
4.4. Unless otherwise stated, prices are exclusive of value added tax (VAT). VAT will be applied and will be shown on the invoice at the applicable rate.
5. Payment
5.1. Time for payment in respect of the Goods shall be of the essence and unless otherwise agreed by SKE in writing, payment shall be made in full and cleared funds to SKE immediately following issue of the respective invoice by SKE.
5.2. SKE may require certain payment in advance of the supply of Goods, such details will be included in the Confirmation. Any payments made in advance are non-refundable and to the extent permitted by applicable law, the Customer has no right to reject the Goods if they are not defective.
5.3. The currency of payment in respect of the Goods and all other work in progress will be pounds Sterling unless otherwise agreed and VAT will be charged in addition at the applicable rate.
5.4. The Customer shall pay SKE interest on overdue amounts at the rate of 8% per annum, accruing on a daily basis until payment is made, after, as well as before, judgment.
5.5. In the event of the Customer’s failure to make payments in respect of the Goods by the due date for payment plus an additional 14 days following a payment reminder which will be issued on the date immediately after the due date, all discounts and bonuses and other rights and remedies which were otherwise granted to the Customer in relation to defects in the Goods, by SKE shall cease to apply and its only available remedy for defects in the Goods will be for SKE to rectify such defect. SKE may charge the Customer for any pre-trial costs including without limitation the cost of issuing late payment reminders to the Customer and its legal expenses.
5.6. Payment may not be refused or delayed by reason of any defect in the Goods. The Customer shall make all payments under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.7. Failure by the Customer to make payments in respect of the Goods and all other work in progress by the due date for payment in accordance with this Condition 5 shall entitle SKE to postpone further supplies of the Goods under the Contract or any other contract with the Customer, or to cancel any such contract with the Customer without penalty and without prejudice to any of SKE's other rights and remedies.
5.8. If the supply of the Goods is suspended or terminated by SKE for due to Customer's non-payment, SKE may raise an invoice in respect of the Goods delivered and all other work in progress which shall become immediately due and payable by the Customer.
6. Delivery of Goods
6.1. Delivery shall comprise making available the Goods for unloading (or attempting to deliver the Goods pursuant to Condition 6.5) at the Delivery Location or, if the Customer is to collect the Goods, the collection of the Goods by the Customer or its carrier as specified in the Confirmation or as may be otherwise agreed between the parties in writing. The Customer shall provide, at its expense, adequate and appropriate equipment and manual labour for loading and offloading any Goods.
6.2. The method of delivery shall be as specified in the Confirmation and shall be determined by SKE in its sole discretion. Where the Confirmation does not stipulate a delivery term, Goods shall be delivered FCA (Incoterms® 2020).
6.3. If the Customer wishes SKE to insure specific consignments of Goods, the Customer shall specify the full value to be insured when it places an order for such Goods and the premium chargeable for such insurance shall be paid by the Customer. Unless otherwise expressly agreed between the parties in writing, Customer shall be solely responsible for insuring the Goods whilst in transit from SKE's warehouse.
6.4. SKE shall endeavour to deliver the Goods on the date specified in the Confirmation. Unless otherwise stated, dates for delivery and performance are approximate only and the time of delivery and performance is not of the essence.
6.5. If the Customer fails to take delivery of the Goods, then the Goods shall be deemed delivered and SKE may (at its option): (i) store the Goods at the Customer’s risk until actual delivery and charge the Customer for the reasonable costs (including insurance) in connection with such storage; or (ii) terminate the Contract without any liability to SKE. SKE reserves the right to charge the Customer 10 % of the order price as an administration fee in such an event to cover SKE's additional costs of storage which it will incur owing to such failure by the Customer which the parties agree is a reasonable and proportionate amount to protect SKE's legitimate interest in terms of recovering such storage costs.
6.6. Unless otherwise agreed between the parties in writing, SKE may deliver the Goods in instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. Risk and Property
7.1. Subject to Condition 11.4, risk of loss or damage to the Goods shall pass to the Customer on delivery in accordance with Condition 7.2.
7.2. Risk shall pass to the Customer at the Delivery Location immediately prior to loading/unloading (as applicable) or as otherwise agreed between the parties in writing.
7.3. Until ownership of the Goods passes to the Customer in accordance with Condition 7.6, the Customer shall: (i) hold the Goods as SKE’s fiduciary bailee; (ii) keep the Goods separate from all other Goods held by the Customer and readily identifiable as the property of SKE; (iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (iv) maintain the Goods in satisfactory condition insured for their full price against all risks from the date of delivery (maintaining the proceeds of insurance on trust for SKE); (v) notify SKE immediately if it becomes subject to an Insolvency Event; (vi) give SKE such information relating to the Goods as SKE may require; (vii) irrevocably authorise SKE's employees or other representatives to enter the premises of the Customer where the Goods are stored without notice to recover the Goods and the Customer shall at the request of SKE procure the right for SKE, its employees and representatives to enter the premises of any third party where the Goods are stored to recover the Goods. Subject to clause 7.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before SKE receives payment for the Goods. However, if the Customer resells the Goods before that time: (i) it does so as principal and not as SKE's agent; and (ii) title to the Goods shall pass from SKE to the Customer immediately before the time at which resale by the Customer occurs.
7.4. At any time before title to the goods passes to the Customer, SKE may: (i) by notice in writing, terminate the customer's right under 7.3 to resell the Goods or use them in the ordinary course of its business; and (ii) require the Customer to deliver up all Goods in its possession that 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.
7.5. In order to verify the Customer’s compliance with its obligations and to exercise its rights under these Conditions, employees or agents of SKE shall be entitled without notice to enter the Customer’s premises or such other premises where the Goods are stored to carry out an audit of such compliance. Where the Goods are stored at a premises which is owned by a third party, the Customer shall use all reasonable endeavours to procure entry to such premises by SKE in order to exercise the right set out in this Condition 7.
7.6. Nothing in this Condition shall give the Customer the right to return Goods to SKE other than in accordance with Condition 10.
7.7. Subject to clause 7.3 concerning the Customer's right to resell the Goods, the Goods shall remain the property of SKE until SKE has received full payment of the Price for the Goods. Upon receipt by SKE of the full Price for the Goods from the Customer in cleared funds title shall pass to the Customer.
8. Warranties
8.1. SKE warrants to the Customer that the Goods will correspond with the Specification in all material respects at the time of delivery and for a period of 12 months thereafter.
8.2. SKE shall not be liable under the warranty at Condition 8.1 if any defect in the Goods arises as a result of any information, drawing, instruction or specification supplied by the Customer.
9. Manufacturer’s Warranty for Goods
Customer acknowledges that due to SKE being merely a distributor of the Goods, it is solely down to the discretion of the manufacturer, whether to provide any additional warranties over and above the warranty defined herein. Any specific warranties provided by the manufacturer of the Goods will be provided separately.
10. Acceptance, Defects and Remedies relating to the Goods
10.1. Upon delivery, the Customer shall inspect the Goods. The Customer shall accept all the Goods which meet the requirements of Condition 8.1.
10.2. The Customer shall be deemed to have accepted the Goods where either: (i) the Customer has not notified SKE of a defect or error in relation to the Goods in accordance with Condition 10.3 and 10.4; or (ii) the Customer has notified SKE that it accepts the Goods.
10.3. Subject to Condition 10.4, if the defect in respect of Non-conforming Goods is reasonably apparent on delivery, the Customer must provide written notice to SKE within seven (7) days of delivery.
10.4. Where any defect in respect of Non-conforming Goods is not reasonably apparent on delivery, the Customer must provide written notice to SKE of the defect within seven (7) days of the date on which the Customer first became aware of, or ought reasonably to have become aware of the defect.
10.5. If SKE confirms to the Customer that it has a valid claim which has been notified to SKE in accordance with Conditions 10.3 and/or 10.4, as appropriate, the relevant Goods delivered (if any) shall be appropriately stored by the Customer free of charge until SKE shall have had an opportunity to inspect them and thereafter SKE shall, at its discretion, repair or replace those Goods free of charge, or SKE shall supply any quantity of Goods which have not been delivered. The Customer shall, in accordance with SKE’s instructions, return any Goods to SKE at SKE’s cost or make such Goods available for collection by SKE. SKE shall acquire all right, title and interest in and to the original Goods to the extent replaced.
10.6. SKE shall not be liable for the Goods' failure to comply with the requirements of Condition 8.1 in all material respects if:
10.6.1. the Customer makes any further use of such Goods after giving a notice in accordance with Condition 10.3 and/or 10.4;
10.6.2. the defect arises because the Customer failed to follow instructions as to the storage, installation, commissioning, use or maintenance of the Goods or good trade practice;
10.6.3. the Customer alters or repairs such Goods without the written consent of SKE;
10.6.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
10.6.5. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
10.7. Any replacement goods or parts provided by SKE (i) may contain new or Recycled Materials; (ii) shall have the same functionality as the Goods being replaced; and (iii) shall not exhibit any material or manufacturing defects for the remainder of the warranty period in respect of the Goods replaced. The dimensions and design of any replacement goods may deviate from the original Goods, provided that such deviations do not materially affect the quality or performance of such goods.
10.8. Without prejudice to any claims the Customer may have under the Manufacturer’s Warranty, the remedies set forth in this Condition 10 shall be the Customer’s sole and exclusive remedy for any Non-conforming Goods supplied by SKE or failure by SKE to deliver the Goods and SKE shall have no further liability to the Customer in respect thereof.
10.9. SKE offers a dedicated after sales support service, details of which will be provided by SKE to the Customer.
11. Limitation of Liability
11.1. The following sets out the entire financial liability of SKE in respect of the following (each being an “Event of Default”): (i) a breach by SKE of the Contract; and (ii) a tortious act or omission (including negligence), breach of statutory duty, misrepresentation or misstatement, of SKE in connection with the Contract.
11.2. Nothing in these Conditions or any Contract shall operate to limit or exclude SKE’s liability for death or personal injury caused by its negligence, fraud, fraudulent representation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession), or any other liability to the extent it cannot be excluded or limited by law.
11.3. Subject to Condition 11.2, in no event shall SKE be liable, whether for breach of contract, any tortious act or omission (including negligence) or otherwise, under or in connection with a Contract for any of the following, in each case whether arising directly or indirectly:
11.3.1. loss of profit;
11.3.2. loss of sales or business;
11.3.3. loss of agreements or contracts;
11.3.4. loss of anticipated savings;
11.3.5. loss of use or corruption of software, data or information;
11.3.6. loss of damage to goodwill; and/or
11.3.7. any consequential or indirect loss, and regardless of whether the loss or damage would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the parties, or otherwise.
11.4. Subject to Conditions 11.2 and 11.3, and any other specific limitations and exclusions under these Conditions, SKE’s total liability for all Events of Default arising from or in connection with a Contract shall not exceed an amount equal to the total Price payable to SKE under the applicable Contract subject to the following: SKE's liability for Events of Default arising from or in connection with the supply of Goods shall not exceed an amount equal to the higher of (i) the value of the Price payable for the Goods and (ii) one hundred thousand pounds (£100,000).
11.5. All warranties, conditions or terms not set out in the Contract and which would otherwise be implied or incorporated into the Contract by statute, common law, course of dealing, or otherwise (other than as to title to and quiet possession of the Goods) are hereby excluded except to the extent they are incapable of being excluded or limited by law.
11.6. Nothing in this Condition shall restrict or limit a party's general obligation at law to mitigate any Loss it may suffer or incur as a result of any event that may give rise to a claim under or in connection with the Contract.
11.7. Subject to Condition 11.2, the Customer acknowledges that any recommendations given by SKE as to the use, application, storage, handling or disposal of the Goods (whether before or after delivery) in sales or technical literature or in response to an enquiry or in any other form are provided in good faith and the Customer shall be responsible for assessing the suitability and appropriateness of such recommendations for itself and SKE shall not have any liability for such recommendations.
11.8. The Customer undertakes that it shall not bring any claim against any individual employee or officer of SKE in respect of or relating to the Contract.
11.9. The Price of the Goods is determined on the basis of the exclusions and limitations of liability contained in these Conditions. The Customer accepts that these exclusions and limitations of liability contained in these Conditions are reasonable because (amongst other matters) the likelihood that otherwise the amount of damages awardable to the Customer against SKE for certain acts or omissions of SKE may be disproportionately greater than the price of the Goods and the price of the Goods would invariably increase in the absence of the exclusions and limitation of liability in these Conditions.
11.10. Save to the extent prohibited under applicable law, the Customer shall only be entitled to bring a claim against SKE where the Customer issues legal proceedings against SKE within the period of twelve (12) months commencing on the date upon which the Customer knew or ought reasonably to have known of its entitlement to bring a claim.
12. Intellectual Property Rights
12.1. Without prejudice to any licence terms agreed directly between the Customer and manufacturer of the Goods, all possibly generated Intellectual Property Rights generated by SKE, arising out of or in connection with the Contract, and the Goods shall belong to SKE (or its licensor) notwithstanding that any specification may have been prepared in whole or in part by or on behalf of the Customer and, to the extent not otherwise owned by SKE (or its licensor), the Customer hereby assigns all such right, title and interest (including all Intellectual Property Rights) in the Goods and in any specification prepared in whole or in part or on behalf of the Customer to SKE.
12.2. The Customer warrants that any specification or other information provided by or on its behalf for use by SKE and any Goods produced in reliance on such specification or information, will not infringe the Intellectual Property Rights or other rights of any third party, and the Customer shall indemnify SKE from and against all and any Losses suffered or incurred by SKE (or its affiliates) arising out of or in connection with any such infringement or alleged infringement.
12.3. The Customer shall, promptly at SKE's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as SKE may from time to time require for the purpose of securing for SKE the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to SKE in accordance with Condition 12.1.
13. Termination
13.1. SKE may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the Customer if: (i) the Customer commits any material breach of the Contract and (if capable of remedy) fails to remedy such material breach within thirty (30) days after being required by written notice to do so; or (ii) an Insolvency Event occurs in relation to the Customer.
13.2. The Customer may not, without the prior written agreement of SKE, terminate the Contract (in whole or in part) or make any variations to the Contract (including, without limitation, as to the quantity or type of the Goods once SKE has issued its Confirmation). If any termination or variation is agreed by SKE, SKE may vary its prices, timescales and any other terms accordingly and may charge a handling or other fee as it deems appropriate in its sole discretion.
13.3. Upon termination of the Contract for:
13.3.1. non-payment, the Customer's right to receive any undelivered Goods shall cease automatically with immediate effect;
13.3.2. whatever reason the Customer shall immediately pay to SKE all of SKE's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, SKE shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
13.3.3. for whatever reason, the Customer shall return any Goods which have not been fully paid for. If the Customer fails to do so, then SKE may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract.
13.4. Termination of the Contract does not affect: (i) the rights or liabilities of the parties which have accrued on or before termination; and (ii) the continuance in force of Conditions 7, 8, 9, 10, 11, 14, 20 and 23 which survive termination of the Contract.
14. Indemnity and Insurance
14.1. Except to the extent that such liability originates from any breach of the terms of this Contract or negligence or other default by SKE under the Contract, the Customer shall indemnify SKE against all and any Losses incurred by SKE:
14.1.1. arising out of or in connection with SKE’s use of any information, instructions, specifications, materials or products supplied by the Customer to SKE in respect of the Goods;
14.1.2.toward a third party arising out of or in connection with the Goods supplied by SKE or their operation or use, and whether arising by reason of the alleged negligence of SKE or otherwise (including any claims by customers of the Customer and any liability arising due to the use of the Goods for counterfeiting purposes);
14.1.3. as a consequence of the Customer’s delay, breach or other failure to perform any of its obligations under the Contract; and/or
14.1.4. as a result of or in connection with any act, failure to act or omission of the Customer which causes SKE to be in breach or delay or otherwise fail to perform its own obligations under this Contract or any other agreement it has entered into with the Customer in connection with the Goods or otherwise.
14.2. The Customer represents and warrants that it has the types of insurance as are customary for persons and entities in its line of business, with sufficient coverage for its actual and potential liabilities hereunder and shall provide to SKE with a certificate of such insurance (or equivalent) upon request.
15. Compliance
15.1. The Customer represents, warrants and undertakes that it shall:
15.1.1. comply with all applicable Regulations relating to anti-corruption, anti-trust, anti-money laundering, anti-bribery (including but not limited to the Bribery Act 2010), anti-slavery or any other criminal laws relating to the activities contemplated by the Contract or any other agreement with SKE (“Relevant Requirements”);
15.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; and
15.1.3. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate.
16. Data Protection
16.1. Terms defined in Data Protection Law shall have the same meaning when used in these Conditions.
16.2. SKE and the Customer shall each ensure that it shall comply with the provisions and obligations imposed on it by Data Protection Law in relation to any business contact details exchanged and used by the parties to perform their obligations and exercise their rights set out under this Contract.
17. Licences and Consents
If any licence or consent of any government or other authority shall be required for the purchase of the Goods, the Customer shall obtain such licence and if necessary or so required produce evidence of the same to SKE on demand.
18. Notices
Any notice required to be given by either party hereunder shall be made in writing (which shall include, for the avoidance of doubt, by e-mail). Where written notice is sent by e-mail, it shall be deemed served at the time the e-mail is delivered, which shall be taken to be when the e-mail is first accessible by the addressee. Where written notice is to be sent by post, it shall be dispatched to a party by first class registered or recorded delivery post at the respective registered office addresses of the relevant party (or another address as notified to each party in writing) as stated in the Contract and promptly confirmed by written notice. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been received on the fifth (5th) Business Day after the day of posting. Any notice sent by fax shall be deemed to have been delivered upon receipt of the hard copy.
19. Force Majeure
SKE shall have no liability if it is delayed, prevented or hindered in performing its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, acts of God, breakages of machinery, shortages of materials or utilities, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic or pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
20. Confidentiality
20.1. Each party undertakes to the other in relation to the Confidential Information of the other: (i) to keep confidential all Confidential Information; (ii) not to disclose Confidential Information without the other's prior written consent to any other person except those of its employees who have a need to know the Confidential Information; (iii) not to use Confidential Information except for the purposes of performing its obligations under this Contract (and in particular not use Confidential Information to obtain a commercial, trading or any other advantage); and (iv) to keep separate from all other information all Confidential Information in its possession and control.
20.2. The provisions of Condition 20.1 shall not apply to Confidential Information to the extent that it is or was: (i) already in the possession of the other free of any duty of confidentiality on the date of its disclosure; (ii) in the public domain other than as a result of a breach of Condition 20.1; or (iii) required to be disclosed pursuant to any law, regulation or the rules of any recognised exchange on which the securities of a party are or are to be listed, or in connection with proceedings before a court of competent jurisdiction or under any court order or for the purpose of receiving legal advice, in each case to the extent and for the purpose of that disclosure.
20.3. Each party acknowledges that Confidential Information is valuable and that damages alone might not be an adequate remedy for any breach of this Condition 20 and accordingly a party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this Condition 20.
21. Entire Agreement
21.1. The entire agreement between the parties for the supply of the Goods consists of: (i) the Confirmation; (ii) any Supplementary Terms; (iii) these Conditions; (iv) any documents referred to in these Conditions or the Confirmation; and (v) the Order.
21.2. Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. Nothing in this Condition shall operate to exclude or limit the liability of a party for fraud or fraudulent misrepresentation.
22. General
22.1. Any member of SKE’s Group of companies may perform any of SKE’s obligations (in whole or in part) or exercise any of its rights (in whole or in part) by itself or through any other member of its Group.
22.2. Except as provided pursuant to and in accordance with Condition 22.6, the Contract is personal to the Customer and the Customer shall not assign or transfer to any other person any of its rights or obligations under the Contract without the prior written consent of SKE.
22.3. SKE may assign, transfer or sub-contract all or any of its rights and obligations under the Contract to any other person without the consent of the Customer.
22.4. No failure or delay by SKE in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by SKE of any breach of the Contract by the Customer shall be effective unless in writing signed by a duly authorised officer of SKE and shall not in any event be considered as a waiver of any subsequent breach of the same or any other provision.
22.5. If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.
22.6. Except as provided by these Conditions, a person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 (as may be amended, updated or replaced from time to time) to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
22.7. To the extent permitted by applicable law, the rights and remedies of the Customer under the Contract are the Customer’s sole and exclusive rights against SKE, relating to the subject matter of the Contract.
22.8. The rights and remedies of SKE provided under the Contract are cumulative and (unless otherwise provided in the terms of the Contract) are not exclusive of any rights or remedies provided by law or in the Contract.
22.9. Except as otherwise provided by these Conditions, the parties will each bear their own costs and expenses incurred in respect of compliance with their obligations under the Contract.
23. Governing Law and Jurisdiction
23.1. These Conditions and all Contracts are subject to the laws of England and Wales and the subject to Condition 23.2, the exclusive jurisdiction of its courts.
23.2. Nothing in these Conditions shall limit the right of SKE to, at its discretion, take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
24. Definitions and Interpretations
24.1. In these Conditions, unless the context otherwise requires, the following definitions apply:-
“Business Day“ means Monday to Friday excluding public holidays in England and “Business Days“ shall be construed accordingly;
“Conditions” means these General Terms and Conditions for Sale of Goods and any special conditions included in a Confirmation or which may otherwise be agreed in writing between the parties;
“Confidential Information” means with respect to the Customer or SKE, all information and trade secrets relating to its business or customers which come into the possession of the other party pursuant to the Contract or a business relation, in any form;
“Confirmation” means the acceptance of an Order issued by SKE to the Customer;
“Contract” means an agreement for the supply of Goods established between SKE and the Customer in accordance with these Conditions;
“Customer” means the Customer identified in the proposal and the Confirmation;
“Data Protection Law” means all applicable laws and regulations pertaining to the security, confidentiality, protection or privacy of personal data, as amended or re-enacted from time to time, including (without limitation and to the extent applicable) the UK GDPR and Data Protection Act 2018;
“Defect” means a manufacturing or material defect in the Goods;
“Deliverables” means items to be provided by SKE to the Customer under the Contract which shall consist of the Goods;
“Delivery Location(s)” means such location (or locations) for the delivery of the Goods as is specified in the Confirmation, or such other location as the parties may agree in writing;
“Event of Default” has the meaning given in Condition 11.1;
“Good Industry Practice” means in relation to any undertaking in any circumstances, the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person in the same or similar circumstances;
“GDPR” means the European General Data Protection Regulation, namely Regulation (EU) 2016/679 and the "UK GDPR" means the GDPR as it forms part of retained EU law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018;
“Goods” means the goods, which may include solar products (including any components or parts and embedded Software) or materials, identified in a Confirmation;
“Group” means, in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company with each of “subsidiary” and “holding company” having the meaning given to them under section 1159 of the Companies Act 2006;
“Insolvency Event” means each and any of the following in relation to the Customer or SKE (in each case, the “Relevant Party”): if the Relevant Party (a) suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of that Act; (b) is declared bankrupt or a request for bankruptcy or suspension of payment of the other Party is filed; (c) is the subject of an order made or a resolution passed for its administration, winding-up or dissolution; (d) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer over all or any substantial part of its assets; (e) proposes or enters into any composition or arrangement with its creditors generally (except for the purposes of a bona fide solvent amalgamation, reconstruction or re-organisation (provided this does not materially reduce the assets of that party)); or (f) any event occurs, or proceeding is taken, with respect to that Relevant Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (e) above (inclusive);
“Intellectual Property Rights” means any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill;
“Loss” means all loss, damage, claims, cost and expense;
“Non-conforming Goods” means Goods which do not comply with Condition 8.1;
“Order” means an order, for the purchase of the Goods, submitted by the Customer for acceptance by SKE in accordance with Conditions 3.3;
“Price” means the price of the Goods (stated in SKE‘s price list (as published or otherwise notified by SKE to the Customer in relation to the Goods, which may be amended by SKE from time to time) or as may otherwise be agreed in writing between the Customer and SKE and any other sums due and payable under the Contract;
“Recycled Materials” means parts or Goods that are used or reconditioned and are not new;
“Regulations” means all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority, and all related official guidance, whether enacted or enforced by any competent authority with whose decision or determination it is Good Industry Practice to comply;
“Services” means such technical or other ancillary services to be performed by the Third Party Services Provider under the terms of a separate contract;
“Software” means any software incorporated into the Goods, use of which will be subject to separate terms between the Customer and manufacturer;
“Specification” means the specification of the Goods referred to in a Confirmation or otherwise identified by SKE in writing;
“Supplementary Terms” means any additional terms and conditions applicable to the Goods , which are referred to or set out in a Confirmation or which are provided to the Customer by SKE;
“SKE” means SKE Engineering Limited, a company incorporated and registered in England and Wales under company number 13033430, whose registered VAT number is GB381807579 and whose registered office is at Noble House, Capital Drive, Linford Wood, Milton Keynes MK14 6QP, and any of its subsidiaries being the supplier of the Goods under the Contract;
“SKE's Policies” means such policies as SKE may require the Customer to comply with from time to time;
“Third Party Services Provider” means the manufacturer or a third party appointed by the manufacturer, to deliver the Services to the Customer; and
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.
24.2. References to: (i) a statutory provision includes a reference to any modification, consolidation or re-enactment or replacement of the provision from time to time in force and all subordinate instruments, orders or regulations made under it; (ii) “includes” or “including” shall be construed without limitation to the generality of the preceding words; (iii) “writing” means a method of reproducing words in a legible and non-transitory form, including e-mail; (iv) “indemnify” means to indemnify on demand and hold harmless on an after tax basis; (v) the singular includes the plural and vice versa; (vi) one gender includes all genders; (vii) any document (including the Contract) shall be construed as a reference to that document as amended from time to time.
Version February 2025