The definitions in this clause and those on the front page of this agreement and the rules of interpretation in this clause apply to this agreement:
Act of Insolvency: Means a bankruptcy order is made against the relevant party or the relevant party makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the relevant party or notice of intention to appoint an administrator is given by the relevant party or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the relevant party or for the granting of an administration order in respect of the relev ant party, or any proceedings are commenced relating to the insolvency or possible insolvency of the relevant party or the relevant party suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above.
Customer’s Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.
Materials: Any products, materials and documents supplied, or agreed to be supplied, by the Company or its agents, subcontractors, consultants and employees to the Customer in any form under this agreement or as part of the supply of the Services.
Services: The Supply and Installation Services (if any) and the Inspection and Maintenance Services (if any) or either or all of them to be provided by the Company under this agreement as set out on the front page of this agreement.
Company: Cullins Safety Access Solutions Ltd – Registration Number 08773737 – Registered address C/O Building i2 Office, 103 Wigmore Street, London, W1U 1QS.
Company’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Company or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
VAT: Value added tax chargeable under English law for the time being and any similar additional tax.
Headings in these clauses shall not affect their interpretation.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to writing or written includes faxes and e-mail.
Any obligation in this agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
This agreement shall prevail over any inconsistent terms or conditions contained, or referred to, in any Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing and the Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern this agreement.
If the Customer is a corporate or unincorporated body (whether or not having separate legal personality) the person (individual) who has signed the front page of this agreement on behalf of the Customer warrants to the Company (as a separate warranty from the individual himself / herself to the Company) that: (i) he / she is duly authorised by the Customer to give instructions to the Company and to enter into this agreement on behalf of the Customer; and that (ii) at the date of this agreement the Customer is not insolvent.