8. LIABILITY
8.1 Klean Keepers Industrial Ltd. shall indemnify the Customer and keep the Customer fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of Klean Keepers Industrial Ltd., its employees, agents or sub-contractors, or by any breach of its contractual obligations
8.2 The Customer shall indemnify Klean Keepers Industrial Ltd. and keep Klean Keepers Industrial Ltd. fully and effectively indemnified against any loss of or damage to any property or injury to a death or any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations
8.3 The Company’s liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstance be under any liability to the Buyer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the Buyer provided, always that these conditions do not exclude or restrict the Company’s liability for death or personal injury from its negligence
9 FORCE MAJEURE
Neither party shall be liable for any delay in performance caused by circumstances beyond its reasonable control the party in delay shall be entitled to a reasonable extension of time for performance.
10 CONFIDENTIALITY
10.1 Neither party shall disclose any confidential information relating to the other party without the other party’s written consent, except as provided below. Either party may disclose Confidential Information in accordance with judicial or other governmental order, provided that party shall give the other party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
10.2 Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Each party may disclose Confidential Information or Materials only to their respective employees or consultants on a need-to-know basis. Both parties shall execute appropriate written agreement with their employees and consultants sufficient to enable each to comply with all the provisions of this agreement.
10.3 Confidential Information and Materials may be disclosed, reproduced, summarised or distributed only in pursuance of the customer’s business relationship with KLEAN KEEPERS INDUSTRIAL LTD. and VICE VERSA and only as otherwise provided hereunder. Both parties agree to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.
10.4 Either party shall immediately notify the other party if it becomes aware of
the possession, use or knowledge of any of the Confidential Information by any unauthorised
person, whether during or after the tem of the Agreement and shall provide such assistance
as is reasonable to deal with such event.
11. TERMINATION
11.1 The Agreement may be terminated forthwith by written notice from either party if:
(i) the other commits any material breach of any of the terms of the Agreement and , it capable of remedy, shall have failed within 30 days after the receipt of a request in writing from the other party so to do, to remedy the breach (such notice to detail the breach and to contain a warning of such party’s intentions to terminate); or
(ii) the other becomes insolvent or bankrupt or is otherwise unable to pay its debts as they fall due.
11.2 The Agreement may be terminated forthwith by written notice from Klean Keepers Industrial Ltd. if:
(i) Customer fails to pay any sum due and such sum remains unpaid for 14 days after written notice from Klean Keepers Industrial Ltd. that such sum has not been paid; or
12. RESTRICTIONS
12.1 Neither the customer nor any subsidiary or associated of the customer shall, during this agreement or within twelve months of its termination or expiration, other than through Klean Keepers Industrial Ltd. engage the services of an Cosmopolitan Cleaning Contractors Ltd. employee, or a person who has, in the previous six months being an Klean Keepers Industrial Ltd. employee. The parties agree that, in the event that this restriction is breached, the customer shall pay Klean Keepers Industrial Ltd. compensation for any loss or damages suffered by Klean Keepers Industrial Ltd. as a direct or indirect result of such breach.
12.2 The customer shall not, during this Agreement, take any actions or steps which might reasonably be anticipated to result in an Klean Keepers Industrial Ltd. employee entering into an agreement to work for or supply services to any customer of the customer.
13. ENTIRE AGREEMENT
13.1 The Agreement supersedes all prior agreements, arrangements and understandings
between the parties relating to the subject matter hereof.
13.2 The Customer warrants
to Klean Keepers Industrial Ltd. that is has not been induced to enter into the Agreement
by any prior oral representation (whether innocently or negligently made) except
as specifically contained in the Agreement.
14. CONSUMERS
Nothing in this Agreement shall effect the statutory rights of a Customer dealing with Klean Keepers Industrial Ltd. as a consumer as defined in the sale of Goods Act 1893 (as amended by the Sale of Goods and Supply of Services, 1980) and to the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 (S.I. 27/1/95).
15. ASSIGNMENT
Klean Keepers Industrial Ltd. may sub-contract all or any of its obligations under the Agreement to a competent third party. Except for this, neither party shall assign or otherwise transfer any of it rights or obligations.
16. NOTICES
16.1 All notices must be in writing and sent to the address of recipients set out in the Agreement or the recipient’s registered office or such other address as the recipient may designate.
16.2 Any such notice may be delivered personally or by registered letter, telex for facsimile transmission and shall be deemed to have been served if by hand when delivered, if by registered post 48 hours after posting and if by telex or facsimile transmission when despatched.
16.3 Any notice concerning the validity or existence of the Agreement or on any terms hereof must be delivered personally or sent by Registered Post.
17. SEVERANCE
If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected.
18. LAW AND JURISDICTION
The Agreement shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish Courts.
© Kleankeepers 2010.