Terms and Conditions

Roneo Trade Mark

Tag International Terms and Conditions of Trading Applicable to all Contracts entered into by members of the Tag International of Companies For use in connection with sales within United Kingdom only
1. Interpretation: 1.1 In these Conditions: ’BUYER’ is the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. ‘GOODS’ means the Goods (including any installment of the Goods or any parts for them) which the Seller is to supply or has supplied in accordance with these Conditions. ’SELLER’ means Tag International whose registered offices is at TAG Centre TAG Way Dunstable Bedfordshire LU5 5UL England ’CONDITIONS’ means the standard Terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. ’CONTRACT’ means the Contract for the purchase and sale of the Goods. ’WRITING’ includes, facsimile transmission, e-mail and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of Sale: 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by a duly authorised representative of the Seller in writing, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be accepted, or any such order is made or purported to be made, by the Buyer. Such order shall be accompanied by a cheque or Bankers payment for 30% of the price quoted by the Seller or in the absence of a quotation the list price of the Goods which are the subject of the order.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not reply on any such representations which are not so confirmed and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 In the event of conflict between any terms and conditions of trading under which the Buyer purports to purchase goods from the Company and the Conditions then the Conditions shall prevail.
3 Orders and Specifications: 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation.
3.4 The Seller reserves the right to make any changes in the specification of the Goods from time to time or which are required to conform with any applicable statutory or European Union Law requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 Price of the Goods: 4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay cause by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance. Unless otherwise agreed the Seller’s charges for transportation and installation shall be equal to 3% of the List Price of the Goods as shown in the Seller’s price list which is the most recent before the date of the Contract, subject to the installation being carried out during normal office hours in an area which has been previously cleared and to which there is clear access at ground floor or where there is free use of adequately sized goods lifts.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5 Terms of Payment: 5.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (but without any deduction) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
The time for payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 Cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four percent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 If the Seller at its sole discretion agrees to the return of the Goods before payment in full has been made by the Buyer the Buyer shall be liable to pay the Seller a handling charge of 20% of the full purchase price of the Goods.
5.5 Where payment is to be made by installments the failure of the Buyer to pay an installment in due time shall entitle the Seller to treat such failure as a repudiation of the whole Contract by the Buyer and to recover damages for breach of contract.
5.6 The Seller reserves the right to defer without penalty delivery of any Goods which have been ordered by the Buyer or defer supply of any services which have been ordered by the Buyer for so long as any amounts remain overdue for payment or any credit limit is exceeded.
5.7 No claim counter claim or right of set-off by the Buyer in respect of the goods comprised in any one delivery of goods shall entitle the Buyer to withhold payment of the whole or any part of the price payable in respect of any other delivery of Goods. 6

6 Performance: 6.1 Although the Seller shall endeavour (subject to 6.2) to meet the Buyer’s delivery or completion requirements the Seller will be under no obligation to deliver Goods or supply services by any specified date. Delivery and completion dates quoted by the Seller or included in the Contract are given in good faith but are estimates only and without contractual commitment.
6.2.1 The Seller may suspend or cancel the whole or any part of the Contract if by reason of circumstances beyond its reasonable control including (but without limitation to the foregoing) labour dispute; power failure or breakdown in machinery; difficulty in obtaining raw materials, labour, fuel, parts or machinery; accident; explosion; fire; flood; government intervention; act of terrorism; war; riot; sabotage; Act of God; the Seller is prevented or hindered in or from performing its obligations or performances of those obligations is to a substantial degree rendered difficult if.
6.2.2 If the Seller exercises its right of suspension the Buyer may within 7 days cancel any remaining part of the Contract upon payment of all or any expenses incurred by the Seller to date together with its proper and reasonable charges for work done and services provided up to and including the date of exercise of its right of suspension. The Seller shall have no liability for any such suspension and on any such cancellation whether by the Seller or by the Buyer the liability of the Seller (if any) is limited to repayment of any part of the price received less its proper and reasonable charges and expenses already incurred by the Seller.
6.2.3 The Seller may during any periods of shortage due to causes beyond its control supply Goods on a pro rata basis among its Buyers in such a manner as may be deemed equitable in the sole judgment of the Seller and without liability therefore.
6.3 Part deliveries (in accordance with the Contract or with reasonable justification as a departure from the Contract) shall be deemed to represent separate contracts. 7
6.4 Without prejudice to any other right the Seller may have it shall be entitled to charge for abortive delivery costs storage and associated costs should the Buyer be unavailable for or refuse or defer delivery.
6.5 The Seller does not supply Goods or undertake work on approval and Goods are not returnable except with the Seller’s express prior written agreement.

7 Delivery: 7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.2 Any dates quoted for delivery and/or installation of the Goods are approximate only and the Seller shall not be liable for any delay in delivery and/or installation of the Goods however caused. Time for delivery and/or installation shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
7.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
7.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
7.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

8 Risk and Property: 8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions:
8.2.1 The property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price (together with VAT if applicable) of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.2.2 The Seller shall be entitled to recover the price (plus VAT) of the Goods
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business provided that the Buyer shall:
8.3.1 Keep the entire proceeds of such sale separate and identifiable and apart from any other monies whatsoever and on trust for the Seller and not mingle or mix such proceeds with any other monies or pay such proceeds into an overdrawn bank account
8.3.2 Assign to the Seller upon its request the benefit of any claim whatsoever that the Buyer may have against any such third party who has acquired the Goods
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer attempts or purports to do so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.6 If the Buyer fails to pay for the Goods on the due date (or fails to pay any installment in which case the whole outstanding balance shall immediately become due) or if the Buyer makes any voluntary arrangement with its creditors or goes into receivership or administration or (being an individual or firm) is declared bankrupt (or any equivalent thereof) or if the Buyer (being a company) goes into liquidation or is otherwise declared insolvent or prohibited from trading then the Buyer shall immediately notify the Seller thereof and shall upon demand made orally or in writing by or on behalf of the Seller deliver the Goods or cause the Goods to be delivered up to the Seller or to the Seller’s order.

9 Warranties and Liability: 9.1 Subject to the Conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery.
9.2 The above warranty is given by the Seller subject to the following Conditions:
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
9.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
9.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
9.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
9.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in writing within 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure. If delivery is
not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
9.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

10 Delivery Shortages Damage and Defects: 10.1 The Buyer shall inspect the Goods immediately upon delivery and shall within 5 days of such delivery make a note of the alleged shortages or damage on the packing delivery note and shall additionally within 5 days of such delivery give notice in writing to the Seller if it is alleged that the Goods are not in accordance with the Contract and any claim made outside the 5 days will not be accepted.
10.2 If the Buyer shall fail to give notice as required in 10.1 then the Goods shall be deemed in all respects to be in accordance with the Contract and the Buyer shall be deemed to have irrevocably and unconditionally accepted the Goods as being completely satisfactory.
10.3 The handing to the Seller its servants or agents of the Seller’s standard form of satisfaction or delivery note duly signed and without alteration or comment noted thereon shall be regarded as conclusive evidence of proper performance by the Seller of all or any of its obligations to the Buyer.
10.4 Any of the Goods in respect of which the Buyer makes a claim hereunder shall be preserved by the Buyer intact as delivered and at its risk for a period of 21 days from notification of the claim within which time the Seller or its authorized agent shall have the right to investigate the complaint and inspect the Goods. All original packaging should be retained until inspected by the Seller or its duly authorized agent.
10.5 The Seller undertakes that where a report is made pursuant to sub-clause 10.1 hereof to repair or replace free of charge any defective or missing item provided that it shall in no such case be liable (save in respect of any damage by way of death or personal injury resulting from the negligence of the Seller) for more than the invoice value of the said defective item or for any indirect or consequential loss or damage.
10.6 The Seller will be entitled to make part deliveries and invoice in accordance with these terms and conditions the Buyer for such part deliveries.

11 Delivery Dates and Installation: 11.1 All delivery and installation dates are estimates only and the Seller shall not be liable for any loss cost damages or expenses suffered by the Buyer or any other person or company howsoever arising whether directly or indirectly out of any failure to meet any estimated delivery or installation date.
11.2 Delivery against order(s) placed for the Goods shall be clearly evidenced by the return to the Seller of its or its authorized carriers official delivery note which must be signed and dated by a representative of the Buyer whose signature should be legibly identified in capital letters on the delivery note. Receipt by the Seller of the signed delivery note howsoever signed as acknowledgement of receipt of the Goods shall be absolute and irrevocable proof of delivery of the specified numbered items entered on the delivery note and no claim for shortages will be accepted or considered.
11.3 The Buyer will be responsible for compliance with all statutory requirements and third party rights in connection with the siting installation erection and use by the Buyer or any sub-buyer of the Goods or the provision by the Seller of services and the Buyer shall indemnify the Seller, its servants or agents accordingly.

12 Specifications: 12.1 Except where the Seller otherwise agrees in writing the selection and choice of the Seller’s Goods or services and the assessment of the Seller’s Goods suitability and fitness for the Buyer’s purposes is the Buyer’s sole responsibility.
12.2 Any specification formulations data literature and statements as to content suitability performance or otherwise issued and descriptions and samples given by the Seller in connection with its Goods or services are offered in good faith but are intended to be approximate only and will be deemed not to constitute any representation in relation to such Goods and/or services.
12.3 The Seller may without notice alter the specification of any Goods or any article or constituent part thereof and provided such altered specification substantially corresponds with the description of any Goods sold by description and provided that the quality of fitness of any Goods whose specification is so altered is similar to that of the Goods originally specified no liability shall attach to the Seller in respect of such alteration nor shall the Buyer have any right to reject any Goods whose specification is so altered.
12.4 The Buyer shall not at any time alter deface remove or obscure the Seller’s logo name or nameplate or any of the Seller’s trademarks or juxtapose with them any other mark likely to cause confusion or use them on or in connection with any Goods other than the Seller’s Goods in the form supplied by the Seller whether or not there shall be affixed to or displayed on Goods supplied by the Seller the name trademark or logo of the Seller.
13 Suspension and Termination: 13.1 The Seller will be entitled without prejudice to any other right or remedy available accruing or already accrued by notice in writing to the Buyer forthwith (save as herein provided) to suspend or terminate the Contract if at any time:
13.1.1 The Buyer shall exceed any credit limit or breach any credit terms imposed by the Seller; or
13.1.2 There shall be any serious or continuing breach or series of breaches of the Contract by the Buyer; or
13.1.3 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
13.1.4 An encumbrancer takes possession or receiver is appointed of any part of the property or assets of the Buyer; or
13.1.5 The Buyer ceases or threatens to cease to carry on business; or
13.1.6 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;
13.1.7 In the event of any of the foregoing occurring the Seller shall be entitled to cancel the Contract or to suspend further performance of the or any contract in force between the Seller and the Buyer without liability to the Buyer for such time as the Seller shall deem fit and for this purpose stop delivery of any Goods in transit to the Buyer or cease the installation thereof unless and until in the case of sub-clauses 13.1.1. and 13.1.2 only the event or events giving rise to the suspension or termination be remedied on terms satisfactory to the Seller.
13.1.8 In the event of suspension or termination :
13.1.8.1 Such termination will be without prejudice to the Buyer’s obligations and to the Seller’s rights under the Contract including its right to recover any loss that may be sustained by the Seller by reason of such suspension or termination howsoever the same shall arise.
13.1.8.2 If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
14 Assignment/Sub-Contracting: Unless otherwise agreed in writing the Buyer may not assign either the benefit or the burden of any Contract with the Seller.

15 Trade Marks: 15.1 The Buyer is hereby authorized for the duration of the Contract to which these Conditions apply only to use all trademarks or trade names which are now or may hereafter be used by the Seller in connection with the Goods (“the trademarks”) subject to the following:
15.1.1 The Buyer shall use the trademarks only on or in relation to the Goods supplied by the Seller pursuant to the terms of this Clause 15 and shall not use the trademarks on or in relation to any Goods which may have been altered in any way after being supplied to the Buyer by the Seller.
15.1.2 The Buyer agrees to permit the Seller to inspect prior to publication all promotional and other material upon which the Buyer proposes to use any trademarks and not proceed with its or their use unless and until the Sellers’s written approval shall have been obtained such approval to be granted or withheld at the sole discretion of the Seller.
15.1.3 The Buyer agrees that it will not (either before or after the termination of the Contract to which these Conditions apply) use any word name title expression or device identical to or in the sole judgment of the Seller confusingly or colourably similar to the trademarks in connection with any Goods not purchased from the Seller or as part of its corporate or business name or in relation to any business in which the Buyer is or shall be engaged.
16 Indemnity: 16.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or reasonably incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
16.1.1 The Seller is given full control of any proceedings or negotiations in connection with any such claim;
16.1.2 The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiation;
16.1.3 Except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
16.1.4 The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
16.1.5 On any assessment of the amount payable by the Seller to the Buyer pursuant to this indemnity the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) which are payable by any other party in respect of any such claim; and
16.1.6 Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
17 General: 17.1 The Seller is a member of the group of companies whose holding company is Tag International, and accordingly the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
17.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
17.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
17.5.1 Before resorting to legal proceedings the parties shall attempt to settle any bona fide dispute or difference which arise between them out of or in connection with these Conditions or the sale of the Goods by negotiation between them in good faith and, in the event of failure of such negotiations, by the use of the procedure known as Alternative Dispute Resolution ("ADR")
17.5.2 Where failure of negotiations in respect of such dispute or difference occurs the parties shall together within 14 days of a request by one party to the other refer such dispute or difference to The ADR Group for resolution in accordance with such of the ADR procedures offered by The ADR Group as the latter considers appropriate in all of the circumstances
17.5.3 The parties agree to be bound by the relevant rules of The ADR Group relating to conduct of the relevant ADR proceedings as if the same were incorporated into these Conditions. Each party shall bear its own costs incurred in the relevant ADR proceedings and one half of the fees and expenses of The ADR Group unless a different agreement is reached as part of any settlement arrived as a result of the relevant ADR proceedings
17.5.4 Nothing in this sub-clause 17.5 shall prevent the Seller pursuing by legal proceedings any claims in relation to or connected with any unpaid part of the price of the Goods if at the time of issue of the proceedings the Buyer has not indicated the existence of any bona fide dispute
17.6 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts