Crushco is an Audio Video Sales and Installation company. We supply high quality AV equipment and bespoke systems from Linn Products and other manufacturers to suit your particular applications. We do not wish to remain an anonymous Internet Sales company and encourage you to call or e-mail to discuss your requirements in more detail. We are based on the Berkshire Downs between Newbury and Swindon; do contact us or visit the Linn website to arrange a demonstration of the latest Linn Exakt systems.
TERMS AND CONDITIONS
- Christopher Rushbrooke Associates Ltd Standard Terms and Conditions
Christopher Rushbrooke Associates Limited of Maddle Farm, Upper Lambourn, Hungerford, RG17 8RA, Berkshire, England (English company registration No: 05447255, UK VAT registration No:860 582809), also trading as “Crushco”, hereinafter altogether referred to as "CRA", agrees to provide Services to its customers on the basis of the following conditions, which are also made available to customers to view on www.christopherrushbrooke.com and www.crushco.net (“CRA Websites”). It is therefore agreed as follows:
1. 1. Definitions and Interpretation
In this Agreement capitalized words are defined in this table or in the clause in which they first appear:
means these standard terms and conditions including where applicable all Quotations, whether in written or electronic format, including any Changes agreed between the customer and CRA, and any online order placed through the Crushco website (Crushco.net).
means any change to an existing Quotation mutually agreed by the parties including the issuance of a new Quotation to cover the specific new additional Services requested by the Customer.
Means www.christopherrushbrooke.com and www.crushco.net websites.
means a person, a business or an organisation, including any agents, employees, representatives, sub-contractors or consultants thereof, who act or hold themselves out to be acting in the name of the aforementioned person, business or organisation.
means any audio-visual components and associated control devices supplied by CRA and/or any software application specially customised at customer request, for such components and/or associated control devices provided under a Quotation.
Means all goods ordered via the CRA Websites.
“Intellectual Property Rights”
means any copyright, industrial design rights, whether registered or unregistered, patents, trade marks and service marks, whether registered or unregistered, applications for any of those rights, trade and business names (including domain names and email addresses), database rights, rights in inventions, “know-how”.
means the design, development, consultancy and implementation and any other services provided by CRA for a Customer as part of a Quotation or in connection with goods ordered online via CRA Websites.
means the detailed summary of work or goods or where expressly stated, work and goods to be provided to the Customer by CRA, and to which these standard terms and conditions relate, including any applicable Changes.
means the services to be supplied by CRA to the Customer under this Agreement in accordance with the Quotation and includes any Smart Home Installation and consultancy work.
Smart Home Installation’
means customisation of a customer’s home or a buildingdevelopment composed of separate units through the provision of CRA Services as detailed in a Quotation.
1.1 In this Agreement where the context permits: masculine includes feminine and vice versa; singular includes plural and
vice versa; references to a party includes that party’s successors and assigns; reference to a statute or regulation includes all amendments and re-enactments; and headings are for convenience only and do not affect interpretation of this Agreement. For the avoidance of doubt, all references to ‘written format’ or documents in writing also covers all email and digital communications such as, without limitation, mobile text messaging, fax, email and any other digital form of communication. 1.2 Scope: These terms and conditions govern and are to be read in conjunction with the applicable Quotation detailing the Services to be supplied by CRA to the Customer. They also apply to all orders placed through the CRA websites, where relevant. The Supplemental Conditions at Clause 8.6 apply to all Goods ordered online via the CRA websites and, in the case of conflict with any of these terms and conditions, take precedence over such term.
2. Ordering Process
2.1 Customers are deemed to have accepted these terms and conditions and to have placed a validly binding order with CRA by performing any one of the following:
(a) by written, email or online consent to a CRA quotation; or
(b) a Purchase Order has been issued with reference to a CRA quotation at the Customer’srequest; or
(c) by conduct e.g. asking CRA by written, online or email communication, to begin work inaccordance with a CRA quotation; or
(d) by completing the online purchase process on any one of the CRA Websites; or
(d) by payment on account or payment for services rendered; or
(e) by giving a deposit for third party goods.
3. CRA and Customer Warranties
3.1 CRA Warranties
CRA warrants that it has the right and authority to enter into this Agreement and that it shall carry outits obligations under this Agreement with reasonable skill and care. Manufacturer’s guarantee appliesto those products which include such a written guarantee in their instructions and packaging.Equipment and/or Goods which are sold at reduced rates due to modifications, slight damage or “wear and tear” or as old model stand versions, do not benefit from the manufacturer’s guarantee.
3.2 CRA will provide the Services using reasonable skill and care, and the Customer will pay CRA in accordance with the Quotation and Clause 8 (Payment Terms).
3.3 The warranty at Clause 3.1 in no way affects the statutory rights of the Customer.
3.4 All other conditions, warranties, representations or terms concerning the performance of the Services which might otherwise be implied into this Agreement, whether by law, statute or otherwise, are hereby expressly excluded as far as legally permissible.
3.5 All Goods and Equipment will be subject to availability and CRA reserves the right to change the Goods and/or Equipment at any time or substitute them with goods of equivalent functionality without notice.
3.6 Customer Warranties
The Customer remains responsible to co-ordinate all parties involved in the Project and will ensurethat all parties are given the appropriate instructions, support and “lead in” times to permit the Projectto be completed in a timely way. The Customer warrants that it will involve all necessary contractors required for the Services so that the Project can be completed correctly and in compliance with State and local laws, State and local regulations, building and utility regulations, consents, permits, authorisations, licences and protocols. The Customer additionally warrants that it will provide to CRA:-
(a) the appropriate expertise, support and “lead in” time to enable CRA to provide theServices, Equipment and/or Goods;
(b) comprehensive, reliable and accurate information, instructions and specifications on a continuing basis to CRA to enable it to provide the Services, Equipment and/or Goods throughout the whole duration of the Project;
(c) appropriate and adequate access to the relevant premises and/or work site to enable CRA to provide the Services, Equipment and/or Goods throughout the whole duration of the Project;
(d) sufficient support from other expert contractors in a timely way to enable CRA to provide the Services, Equipment and/or Goods.
3.7 The Customer undertakes to indemnify CRA for any loss or damage to Equipment and/orGoods occurring on the Customer’s premises and/or work site or in transit due to the Customer’s actsand/or omissions.
4. Technical and Design Assistance
4.1 Any design and technical assistance required by the Customer is subject toCRA’s hourly rate card and prior written consent.
4.2 Delivery and Installation Subject to Clause 3.6, CRA will confirm cabling dates and a delivery and installation date as soon as practicable subject to: a) obtaining necessary technical approval from the Customer b) receipt of advance payment as detailed in the Quotation; c) (in the case of commercial Customers) an official purchase order.
4.3 The Customer is responsible for insuring Equipment and Goods at its cost as from date of purchase. Notwithstanding this, for the avoidance of doubt, CRA’s liability for any loss or damageto Equipment and/or Goods, ceases on delivery of that Equipment and/or Goods to the agreed site or venue or authorised personnel of the Customer.
4.4 Timelines: CRA will use reasonable endeavours to meet requested target delivery dates. Deliverydates during the course of a Project, however, represent CRA’s best estimates only. They may beimpacted by many reasons beyond CRA’s control such as, without limitation, the Customer’s failureto respect its warranties at Clause 3.6; new Changes or new Quotations requested by the Customer which may cause delays to the original intended timelines; delays caused by acts and/or omissions of the Customer or postal services. No liability will therefore be accepted by CRA for failure to meet the estimated delivery dates including but not limited to loss of profit, costs, damages, and charges, expenses caused directly or indirectly by a delay in delivery (even if caused by CRA negligence).
4.5 The Customer will ensure that any site permissions or right to enter private property in order to perform the Services, (including the ability for CRA to enter a site or private property to carry any preliminary work required for a Quotation), will be sorted out in advance of such site visit.
4.6 CRA shall not be liable for any delay or failure to perform or comply with any obligation under this Agreement caused by acts or omissions by the Customer (including for the avoidance of doubt, its employees, agents, representatives, sub-contractors and consultants).
4.7 Title to Goods. Title in the Equipment and/or Goods shall not pass to Customer until CRA has received in full (in cash or cleared funds) all fees and all other sums which are or which become due to CRA from Customer on any account. Until this has happened, CRA remains full owner of theEquipment and Goods and can enter the Customer’s premises and/or work site at any time and without prior notice to recuperate the Equipment and/or Goods. Until ownership of the Equipment and/or Goods has passed to the Customer, Customer must: a) hold the Equipment and/or Goods on afiduciary basis as CRA’s bailee; b) store the Equipment and/or Goods (at no cost to CRA) separatelyfrom all other goods in such a way that they remain readily identifiable as CRA’s property; c) notdestroy, deface or obscure any identifying mark or packaging on or relating to the Equipment and/or Goods; d) maintain the Equipment and/or Goods in satisfactory condition and keep them insured onCRA’s behalf for their full price against all risks to CRA’s reasonable satisfaction. On requestCustomer shall produce the policy of insurance to CRA; and hold the proceeds of this insurance on trust for CRA and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
4.8 Insolvency or Threatened Bankruptcy. Customer’s right to possession of the Equipmentand/or Goods shall terminate immediately if: (a) it makes a voluntary arrangement under Part I of the Insolvency Act 1986, or makes or proposes any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors; or if (b) it is the subject of an administration order under the Insolvency Act 1986; or (c) it enters into administrative receivership; or (d) it is the subject of a resolution for voluntary winding up otherwise than for the purpose of amalgamation or reconstruction when solvent; or (e) it has a winding up order made against it; or (f) it is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; (g) it has an encumbrancer taking possession of any of its assets; (h) it ceases or threatens to cease to exist; (i) in relation to it, there occurs in any jurisdiction any event or process (by whatever name called) equivalent or similar to any event or process mentioned in this Clause 4.11.
4.9 Customer grants to CRA, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment and/or Goods are or may be stored in order to inspect them, or, wherethe Customer’s right to possession has terminated, howsoever occurring, to recover them.
5. Intellectual Property Rights
5.1 The Intellectual Property Rights in any Services, including but not limited to any design wiring schematics and equipment specifications, design drawings, graphics, software programs, executable program files, end-user instructions, end-user brochures and related documentation related thereto, are and shall remain vested in CRA or its licensor(s)as the case may be.
5.2 Provided the Customer has paid all fees and disbursements to CRA relating to a Project and is not otherwise in breach of this Agreement, CRA grants to the Customer a non-exclusive and non-transferable licence to use and copy any element of a Smart Home Installation, as specified below: a) the license is limited to enable the Customer to use the Smart Home Installation for the purposes and at the location contemplated by the Project; b) the Customer may not sell, transfer or sub-license any element of the Smart Home Installation to third parties (including without limitation any parent, affiliate, or subsidiary company of the Customer) without the prior written consent of CRA or otherwise commercially exploit the Smart Home Installation System in a way that is notcontemplated by the Quotation or, in relation to Equipment, the manufacturer’s instructions.Notwithstanding the previous paragraphs of this Clause, the Customer shall not modify, amend, vary/alter, translate or adapt the Smart Home Installation and/or Equipment. Furthermore, the Customer, shall not, save where permitted by law, decompile, reverse-engineer or disassemble any software contained in the Smart Home Installation and/or the Equipment in order to reveal any of its underlying source code; d) the Customer may not remove or amend any references to copyrights, trademarks, trade names or other intellectual or industrial property rights embedded in the Smart Home Installation and/or Equipment.
5.3 With respect to any part of the Equipment (e.g. control devices) which are produced by third partyvendors, but typically where the interface has been set up, in accordance with the manufacturer’sinstructions, and then supplied by CRA to the Customer, the warranty and licence arrangements are asdictated by that third party vendor’s own terms and conditions.
5.4 In situations where it makes most sense and is practical, CRA reserves the right to request the Customer to buy and enter into third party licensing arrangements directly with a third party vendor, and as the case maybe, ensure that, where necessary, CRA benefits from a sub-licence, for the performance of its obligations under a Project.
5.5 The Customer warrants that it will ensure that at all times appropriate permissions are gained fromthird party suppliers to allow CRA to be able to incorporate that third party’s components or products or software into CRA’s Services and Equipment so that CRA’s use of those components does not infringe third party Intellectual Property Rights or impair the performance and functionality of CRA’s Services to the Customer.
5.6 Provided the Customer complies with Clause 5.2 and subject to Clause 6 (Limitation of Liability), CRA shall indemnify the Customer against loss, liability and cost incurred by the Customer, arising out of any claim of infringement of any third-party Intellectual Property Rights arising as a result of the use of the Equipment and/or CRA’s documentation by the Customer (an “IPR Claim”).
5.7 The Customer shall: notify CRA promptly in writing of an IPR Claim; permit CRA to control the defence of the IPR Claim; agree to any reasonable settlement of the IPR Claim; provide CRA with all necessary information, support and powers of attorney enabling CRA to control the defence of the IPR Claim; and not make any commitments to or agree to any settlement with the claiming party with respect to an IPR Claim without the prior written consent of CRA.
5.8 Clause 5.6 will not apply in the event that any loss, liability or costs arise due to the Customer updating, amending or incorrectly using the Equipment and/or relevant documentation or using the Equipment in combination with other non-authorised or incompatible software or in the event that the IPR claim relates to any material or work product which has been provided to CRA by the Customeror by third parties designated by the Customer (“Customer Materials”). The Customer shallindemnify CRA against loss, liability and cost incurred by CRA, arising out of any claim of infringement of any third-party Intellectual Property Rights arising as a result of the use of the above, including use of Customer Materials by CRA.
5.9 In the event of an IPR claim against the Customer which will be sustained in whole or in part, or which will be acknowledged in whole or in part pursuant to a settlement, CRA may choose to: cure the infringement by acquiring the rights which the Customer may require pursuant to this Agreement; replace or amend the relevant Equipment and/or related documentation in order to cure the infringement on which the IPR Claim is based; or take back the relevant Equipment and/or relating documentation on payment to the Customer of all costs paid by the Customer for the relevant Equipment.
6. Limitation of Liability
6.1 The warranties provided at Clauses 3.1, 3.2 and 5.6 above will not apply in the event that, and CRA will not be held liable whatsoever, for any damage, degradation, loss of profits, consequential loss, or otherwise, where:-
a) the Equipment is physically damaged, modified or otherwise abused;
b) the Equipment is not operated within the terms of the original Quotation, or under thespecified manufacturer’s operating conditions supplied with the Equipment, or in accordance with any accompanying instructions contained in manuals or media provided to the Customer;
(c) where any cabling and/or installation work is carried out by a third party not being CRA or its sub-contractors;
(d) where CRA instructions are not followed;
(e) where, in CRA’s sole discretion, insufficient time is allocated for a correct installation orwhere appropriate third party expertise is not involved;
(f) where, in CRA’s sole discretion, CRA has not been fully involved in the Project and/or Project meetings or otherwise;
(g) failure of the Customer, in CRA’s sole discretion, to provide the appropriate expertise toensure a successful installation and/or to provide the appropriate materials, interfaces, cabling, or electric and/or installation work in a timely way or at all, at the relevant worksite.
6.2 CRA accepts no liability for any loss and/or damage caused to the Customer resulting from issues (a) associated with any of the situations set out at Clause 6.1 or (b) resulting from the actions and/or omissions of the Customer.
6.3 To the fullest extent permitted at law, CRA accepts no liability for loss or damage incurred by the Customer as a result of third party claims (except for third party claims referred to in Clause 5.6 (Intellectual Property Rights Indemnity)) or loss of profit or revenue or any consequential loss, indirect or special damages, including without limitation, loss of opportunity and it is expressly agreed that the entire liability of CRA for all loss, costs, damages or expenses arising out of the Services (regardless of whether the cause of action is in contract, tort, statute or otherwise) shall be limited to the fees payable to CRA in respect of the Project to which the claim relates or, in relation to Goods sold via CRA Websites, to the value of the Goods sold.
6.4 Nothing in this Agreement shall exclude or in any way limit CRA’s liability for fraud (includingfraudulent misrepresentation), death or personal injury caused by its sole negligence, or any breach of the obligation implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Goods and Services Act 1982, or any other liability to the extent the same may not be excluded or limited as a matter of law.
7.1 Termination for Breach or Insolvency: Either party may terminate this Agreement on 14 dayswritten notice to the other party(the “Defaulting party”) if: a) the Defaulting party breaches a material obligation under this Agreement and where such breach is capable of being remedied, does not remedy it within fourteen (14) calendar days after notice of breach is given to it; b) the Defaulting party is dissolved or liquidated or involved in a statutory merger or de-merger; c) an order is made declaring the Defaulting party bankrupt or insolvent, or granting a moratorium over repayment of thedefaulting party’s debts; or d) the defaulting party suffers a change of control.
7.2 Simple Termination on two weeks’ notice: Either party may terminate this Agreement on a non-contentious basis subject to two (2) weeks prior written notice to the other party, and subject to full payment of all fees and disbursements owed to CRA as set out in more detail in Clauses 8 (Payment Terms) below.
7.3 Consequences of Termination: In relation to termination effected under Clauses 7.1 or 7.2, the Customer must pay CRA for all Services and/or Goods provided up to and including the date of termination, including payment of any Equipment and/or Goods delivered or ordered by CRA on theCustomer’s instructions including, for the avoidance of doubt, unpaid consultancy work, unpaidgoods ordered online via CRA Websites or provided under a Quotation, and any outstanding third party disbursements. Additionally, the parties agree to negotiate a fair fee to be paid for any partially completed Services which have not yet been delivered to the Customer, but where a substantiveamount of time and effort have been expended on the Customer’s behalf by CRA.
8. Payment and Delivery Terms
8.1 The Customer shall pay CRA in accordance with the terms detailed on the Quotation or as detailed in the online ordering process on the CRA Websites. Prices will set out the applicable UK VAT rate and any applicable postal delivery costs, which the Customer must pay in advance prior to delivery. Overseas countries may be subject to different tax treatments and the Customer is responsible to pay all such costs, including without limitation, costs such as overseas customs duties or duties applicable to trade with the European Union, post Brexit where applicable.
8.2 All Quotations are valid for 30 days only. CRA reserves the right to revise the price of any Quotation, during the course of carrying out a Project, subject to a seven (7) day written notification to the customer, if: - (i) due to unforeseen circumstances, the costs of any raw materials or any part of the Services specified in a Quotation, have increased beyond the normal applicable rate of inflation. (ii) the Project or any part thereof, to which the Quotation relates to, is itself delayed beyond a reasonable period of time.
8.3 If the parties cannot agree the revised new cost of the Quotation relating to the original Project,CRA’s Services may be terminated by either party, subject to Clause 7.3 (Consequences of Termination).
8.3 In the event of late payment by the Customer, CRA reserves the right to levy a surcharge equivalent to 2% above Barclays Bank Plc. annual base rate, pro-rated as appropriate on the outstanding debt. CRA may also require the Customer to pay further sums on account prior to CRA completing any further work under the terms of the relevant Quotation.
8.4 CRA reserves the right to charge additionally for any work not within the scope of the Quotation, where extra work is required to complete an installation (a “Change”). Such additional work will beregarded as a Change and will be subject to written agreement by CRA in relation to timelines, process and cost.
8.5 CRA reserves the right to immediately suspend work on a Project and demand full payment of its fees and outstanding disbursements to date, if there is non-payment or continued late payment by the Customer or failure to pay for any Equipment and/or Goods in advance if so requested by CRA. Specially customised Equipment and/or Goods if ordered by the Customer may not be cancelled and must be fully paid for, if CRA has already processed an order for such customised Equipment and/or Goods. For the avoidance of doubt, this applies to online CRA Websites orders as well as offline orders processed via the Quotation process.
8.6 Supplemental Terms in relation to using CRA Websites: The Customer’s online orderconstitutes an offer to purchase from CRA, which will not be processed until the Customer has electronically accepted CRA’s terms and conditions and CRA has received cleared paid funds from the Customer. CRA will only accept a Customer’s order if it is accompanied by payment in full inadvance of delivery of the Good(s). Customers should not use the CRA Websites if they do not agree to these terms and conditions which are easily accessible on the CRA Websites prior to purchase. Upon placing a valid order on the CRA Websites, (e.g. via the website, telephone, e-mail), the Customer indicates that it has read and agreed to these terms and conditions. Pictures and images on the CRA Websites are for illustration purposes only. For an accurate description of any item and details of what is included with the item, Customers need to read the accompanying written description or technical specification.
8.6.1 Delivery: Express and postal delivery is as indicated on the CRA Websites and is payable by the Customer. CRA reserves the right to refuse or refund an order if there is stock shortage or human error, in which case it will contact the Customer and, where possible, offer alternative solutions. TheCustomer must inform CRA within two (2) days if goods are lost or damaged in transit. CRA’s proofof delivery supplied by its delivery company is sufficient evidence to establish that the Goods have been delivered to the Customer.
8.6.2 Revocation: Customers enjoy the right to cancel online orders within a maximum of fourteen (14) calendar days after placing the online order. They should contact CRA immediately in writing to confirm their wish to cancel the online order, specifying order number, date of purchase, product type and number, name and address of Customer and how original payment was made. Customers may also request CRA to provide them with a Revocation Order form to complete and send back to CRA at Mark@ChristopherRushbroooke.com.
8.6.3 Returning Goods: Customers are responsible to pay the cost of returning Goods so it is advisable to take out sufficient postal insurance to cover any risk of damage or loss of the Goods. Any Goods returned to CRA must be returned in full and be in re-saleable condition and returned in their original packaging. CRA reserves the right to refuse or reduce any reimbursement if there is damage to the returned product and/or its original packaging or if the product and packaging are incomplete (e.g. missing instructions etc).
9. Assignment and Subcontracting
9.1 Neither Party may assign nor transfer a right or obligation under this Agreement without first obtaining written consent from the other party. CRA shall have the right to subcontract its obligations under this Agreement, without prejudice to its ultimate responsibility for these obligations.
9.2 Where the Customer requests CRA to work with a third party, whether or not as its subcontractor, CRA will accept no liability for any loss or damage caused by such third party and the Customer will indemnify CRA against such loss or damage incurred by CRA.
10. Dispute Resolution
10.1 The parties will use all reasonable endeavours to negotiate in good faith and settle any dispute that may arise out of or in relation to this Agreement, or any breach of it. If any such dispute cannot be settled amicably through negotiations at the level at which meetings are usually held, then the dispute shall be referred to the senior representatives nominated by the Managing Director or Chief Executive Officer of each party who will meet in good faith in order to try and resolve the dispute.
10.2 If the dispute or difference is not resolved as a result of such meeting, either party may (at such meeting or within fourteen days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral advisor or mediator before resorting to litigation.
10.3 Nothing contained herein shall restrict either party’s freedom to commence legal proceedings before any competent court to preserve any legal right including debt collection or remedy or protect any proprietary right or trade secret.
11.1 The parties agree to treat as confidential any information which comes into their possession as a result of this agreement (whether directly or indirectly and regardless of its form) where such information relates to the business, sales, financial, marketing, other operations, products, software, services or customers of the other party (“Confidential Information”).
11.2 Neither party shall: (1) disclose to any other person (except its employees, directors, contractors and advisors on a need- to- know basis with an obligation to abide by the confidentiality obligations set out in this Agreement) any Confidential Information of the other without the disclosing parties’prior written consent; (2) use Confidential Information other than for the purposes of completing the Services; (3) copy, reverse engineer, reverse compile or attempt to derive the composition or underlying information of any Confidential Information; or (4) export such information except in accordance with applicable laws and regulations.
11.3 Confidential Information shall not include: a) any information that comes into the public domain other than by breach of this agreement; b) is rightfully received from a third party who has a right to disclose without a restriction on disclosure; c) is independently developed without reference to the Confidential Information; and d) is already known to the receiving party without any obligation of confidentiality.
11.4 Either party may disclose the Confidential Information to a third party if and to the extent that it is required to do so by law, provided the receiving party gives notice of such requirement to the party who has disclosed the Confidential Information immediately after such requirement has arisen and prior to disclosing the Confidential Information to such third party.
11.5 The disclosing party retains title to, ownership of and all rights and control over the Confidential Information and, except as provided in this Agreement, no right or license to the Confidential Information is granted.
11.6 The parties agree to promptly return or destroy all Confidential Information belonging to the other party upon written request.
12. Force Majeure
12.1 Neither party shall be liable for any loss or damage suffered or incurred by the other party arising from the first party's delay in performing or failure to perform its obligations under this Agreement (including without limitation reasons relating to Brexit) to the extent that such delay or failure results from any cause or circumstance whatsoever beyond the affected party's reasonable control, provided that the affected party notifies the other party as soon as reasonably practicable after becoming aware of a force majeure event and the manner and extent to which its obligations are likely to be prevented or delayed.
12.2 If any force majeure event occurs, the date(s) for performance of the obligation(s) affected shall be postponed for as long as the force majeure event lasts provided that if any force majeure event continues for a period of or exceeding one (1) month, the affected party shall have the right to terminate this Agreement immediately on written notice to the non-affected party. Each party shall use its reasonable endeavours to minimise the effects of any force majeure event.
12.3 Notwithstanding the foregoing Clauses 12.1 and 12.2, the occurrence of any force majeure event shall not effect or discharge or delay any payment obligations under this Agreement.
13.1 CRA does not disclose Customers personal data to third parties for marketing purposes. CRAmay collect Customers’ personal data to take and fulfil orders, to organise delivery and for credit cardprocessing or to administer and enhance the services offered on CRA Websites. If an order is placedCRA discloses Customers’ personal data to its third party suppliers such as card processors ordelivery carriers so that Customers’ orders may be properly fulfilled. Cookies are used on CRAWebsites to track the content of shopping carts, to store delivery addresses if the address book is used, and to store Customer details if the “Remember Me” option is chosen. They are also used afterCustomers have logged on as part of the session process. Customers can turn off cookies within theCustomer’s browser by selecting “Tools/Internet Options/Privacy “(in Internet Explorer) or by following their browser internet options. Customers are free to correct, erase or update any of their personal data by contacting CRA at Mark@ChristopherRushbrooke.com.
14.1 This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. If any provision of these standard terms and conditions conflict with or are inconsistent with any conditions in any Quotation, the provisions of these standard terms and conditions will supersede. These standard terms and conditions cannot be amended except by notification of any changes to them by CRA via updates to its website.
Provisions of this Agreement from which it is contemplated by their nature or context are to survive termination, shall remain in full force and effect notwithstanding such termination.
If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, insofar as it is severable, it will be deemed omitted from this Agreement and will not affect the legality, validity and enforceability of the remaining terms. The failure of either party to enforce or exercise any right pursuant to this Agreement does not constitute a waiver of such right and will not affect that party’s right later to enforce or exercise it. The entire contractual relationship between theparties is formed by this Agreement and all documents defined herein. No person who is not a party to this Agreement, shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term.