COILCRAFT EUROPE LIMITED
CONDITIONS OF SALE
1 DEFINITIONS
In these Conditions of Sale the following words and expressions shall have the following meanings:-
"Buyer" means the company, firm or person named in Buyer's Purchase Order or the Contract who orders or purchases the Goods from Seller and shall include his or their successors, executors and personal representatives;
"Buyer's Purchase Order" means any order for Goods placed by Buyer;
"Conditions of Sale" means the conditions of sale contained in this document;
"Contract" means any contract between Seller and Buyer in accordance with Condition 2 for the sale and purchase of Goods;
"Goods" means any goods specified in the Contract to be supplied to Buyer by Seller (including any part or parts of them);
"Medical Applications" means any use for life critical purposes, in medical applications or clinical trials for therapeutic or life support devices or systems;
"Party" shall mean a party to these Terms and Conditions;
"Price" means the price of the Goods to be paid by Buyer as determined in accordance with Condition 3; and
"Seller" means Coilcraft Europe Limited registered in Scotland with number SC209057 and having its registered office at 21 Napier Place, Wardpark North, Cumbernauld, Glasgow, G68 0LL,either trading in its own name or through such of its trading divisions as shall be identified on the face of the Contract, and shall include any of its successors, assignees, sub-contractors and agents.
1.1 Save to the extent that the context or the express provisions of these Conditions of Sale require otherwise, in these Conditions of Sale:-
(a) words importing the singular shall include the plural and vice versa;
(b) words importing any gender shall include all other genders;
(c) any reference to a Condition is to the relevant condition of these Conditions of Sale;
(d) references to these Conditions of Sale or any other document shall be construed as references to these Conditions of Sale or that document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;
(e) references to any statute or statutory provision (including any subordinate legislation) include any statute or statutory provision which amends, extends, consolidates or replaces the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;
(f) references to a "person" includes any individual firm, company, corporation, body corporate, government, state or agency of a state, trust or foundation, or any unincorporated body, association or partnership (whether or not having separate legal personality) of two or more of the foregoing;
(g) any phrase introduced by the words "including", "include", "in particular" or any cognate expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and
(h) the words "other" and "otherwise" shall not be construed ejusdems generis with any foregoing words where a wider construction is possible.
1.2 The headings to Conditions are inserted for convenience only and shall not affect the interpretation or construction of these Conditions of Sale.
2 FORMATION OF CONTRACT
2.1 Buyer's Purchase Order shall specify in detail the nature of the Goods required with reference to Seller's published brochure part number at the time Buyer's Purchase Order is made.
2.2 Any order for Goods sent to Seller by Buyer shall be deemed to be an offer and shall only be accepted by means of Seller’s standard acknowledgement form and shall be deemed to be subject to these Conditions of Sale to the exclusion of all other terms and conditions. For the avoidance of doubt, no quotations given by Seller shall constitute an offer open for acceptance by Buyer.
2.3 Goods are offered subject to availability as specified in Sellers' written offer quotation. Any price quotations, unless otherwise stated, are valid for 30 calendar days from the date on which the quotation was issued.
2.4 Each Buyer’s Purchase Order which is accepted by Seller shall constitute an individual legally binding contract between Seller and Buyer hereinafter referred to as the "Contract".
2.5 The Contract shall be governed in all respects by these Conditions of Sale and Seller shall not be bound by any terms or conditions set out in Buyer’s Purchase Order, any other order form, document or correspondence of Buyer and these Conditions of Sale shall supersede and prevail over any other terms and conditions stipulated or referred to by Buyer. No addition, alteration or substitution of these Conditions of Sale will bind Seller or form part of any Contract unless expressly accepted in writing by Seller's authorised officer.
2.6 No previous correspondence, writings, telexes, telegrams or verbal communications between Buyer and Seller nor any promotional or sales literature regarding the Goods shall form any part of or be incorporated into the Contract.
2.7 Buyer confirms that in relation to any Contract entered into upon these Conditions of Sale, that it does not “deal as a consumer” for the purposes of section 12 of the Unfair Contract Terms Act 1977. If Buyer believes he or she may be a consumer, Buyer should contact Seller at the address set out above, and different terms and conditions will be supplied by Seller.
2.8 The Goods are not recommended for use in Medical Applications, or other high risk applications, where a failure or malfunction of the component may directly cause injury or loss of life. The user of Goods, in any such applications, assumes all risks and liability of such use and agrees to hold Seller harmless against all damages unless such application is authorised in writing by an officer of the Seller. Buyer must contact Seller or advise users to contact Seller prior to any intended use of Goods in an application that requires high reliability.
3 PRICE
3.1 The price of the Goods is as intimated by Seller to Buyer in the Contract, provided that the Buyer acknowledges that the Seller's prices are set in US dollars. If the price in the Contract is stated in euros, pounds sterling or any other currency then the Seller shall be entitled to vary the price to reflect any change in the exchange rate between US dollars and the relevant currency between the date the price was stated in the Contract and the delivery date in respect of the relevant Goods.
3.2 The price of Goods specified in the Contract may be varied by Seller to take account of any increase in any costs or charges of production, storage or transport for any levy or taxes or which may occur at any time before the Contract is performed.
3.3 All prices quoted are FCA Incoterms 2020 unless otherwise stated or agreed in writing (in which case additional costs incurred by the Seller will be charged to the Buyer) and, if applicable and at Seller’s discretion, the following shall be added to the price quoted: (i) Value Added Tax where applicable; (ii) the cost to Seller of carrying out any special test, examination, inspection or process required to be carried out on the Goods; and (iii) any small order handling charge which Seller may impose in respect of small consignments of Goods, as advised to Buyer in the Contract and all other duties, taxes and levies of whatever nature.
3.4 Any variation by Buyer in the design, quantification or specification of the Goods pursuant to the Contract following any instruction by Buyer shall allow Seller to increase the Price to reflect any additional costs Seller may incur as a result thereof.
3.5 The price of Goods set in accordance with this Condition 3 shall be “the Price” for the purposes of these Conditions of Sale.
4 Cancellation and Order Changes
If the Buyer changes the purchase order, any specifications or drawings, then such changes may be subject to an equitable adjustment in the performance schedule or the purchase price. All order changes and cancellation requests must be submitted in writing to Seller’s Customer Service Department. Cancellations and reschedules may be subject to a cancellation charge and will require the written consent of Seller. Buyer shall at all times cooperate with Seller and furnish any information requested by Seller within a reasonable time after any request. Custom made parts and/or CPS components are non-cancellable and non-returnable. Cancellations of standard parts beyond lead time may be accepted.
5 Payment
5.1 Unless otherwise stipulated by Seller payment of the Price of each consignment of Goods shall be made by Buyer within 30 days of the date of the invoice issued in respect of such consignment and time shall, in respect of payment, be a material condition and of the essence of the Contract. Seller shall invoice Buyer at the time of delivery of the Goods, or at any time thereafter.
5.2 Payment of the Price shall be made by Buyer into Seller’s bank account, the details of which are provided to Buyer, and in the currency stipulated by Seller.
5.3 Seller shall be entitled without prejudice to any other of its rights to charge interest on all sums which may at any time be overdue for payment by Buyer to Seller in terms of the Contract (from the time such sums become due for payment until such sums have been paid to Seller in full) at the rate of 4% per annum above the Royal Bank of Scotland base lending rate from time to time; such interest shall be calculated and accrue daily and shall be charged and compounded monthly by Seller and shall be paid by Buyer on demand by Seller.
5.4 Payments may not be withheld or set off for any reason without Seller’s consent and Seller may sue for the Price of any Goods and any other sums due even if title and property to them has not passed to Buyer.
5.5 If Seller allows any credit terms to Buyer, Seller reserves the right at any time to withdraw or vary such credit terms in respect of further consignments of Goods without explanation.
5.6 Without prejudice to any other rights of Seller, failure to make payment of the Price in respect of any Contract on the due date shall entitle Seller to suspend any outstanding deliveries in respect of any other Contract until payment is made and Seller may treat any further Contracts as repudiated by Buyer if Buyer fails within 14 days to rectify any failure to pay.
6 DELIVERY
6.1 Unless otherwise agreed, delivery of Goods shall take place at the address specified in Buyer's Purchase Order and Buyer shall be deemed to have accepted the Goods upon their delivery.
6.2 If Seller is unable to deliver the Goods for reasons outwith its control, Seller shall be entitled to arrange for the Goods to be placed into storage at Buyer’s expense until such time as the Goods may be delivered.
6.3 Without prejudice to the passing of property in and title to the Goods, risk in the Goods shall pass to Buyer when the Goods are delivered by Seller into the possession of the carrier responsible for transporting the Goods to Buyer unless otherwise expressly agreed in writing. Buyer shall keep the Goods insured against the risk to the Goods during transportation and shall, if required by Seller, provide written evidence of such insurance.
6.4 Goods must be examined and signed for by Buyer at the time of delivery to Buyer’s possession or control or at the earliest opportunity thereafter. Seller shall assist Buyer in pursuing any claim made against the carrier. No claims by Buyer in respect of damage to, shortage or loss of the Goods or any of them in transit prior to delivery shall be considered by Seller unless notice in writing of such damage, shortage or loss on delivery is given to Seller and the carrier within 48 hours of their arrival at Buyer’s premises or eventual place of delivery stipulated in the order. Buyer accepts that 48 hours is a reasonable period for such inspection.
7 DELAY IN DELIVERY OR COMPLETION
7.1 Any date or time given by Seller for delivery of the Goods shall be an estimate only. Seller will make every reasonable endeavour to meet any time or date for delivery given by Seller to Buyer but such time or date shall not be of the essence of the Contract. Seller shall not be liable (in contract, delict, tort or otherwise howsoever arising) in respect of any liability, loss, expense, claim or damage incurred by Buyer arising from any reasonable delay in delivery of Goods or any part thereof or for any delay due to circumstances outwith Seller’s control and in no event shall Seller be so liable for any special, indirect, consequential damage or economic loss arising from any delay in delivery, howsoever caused.
7.2 Seller shall be entitled to deliver any consignment of Goods by instalments. Any failure in delivery of any one or more instalments shall not entitle Buyer to repudiate the Contract for the supply of a series of instalments as a whole or to cancel any subsequent instalment. In times of shortage of availability of Goods, Seller shall be entitled to allocate supplies as it sees fit without being in breach of the Contract or incurring liability hereunder to Buyer.
7.3 Buyer shall not be entitled to reject the Goods or part thereof by reason only of the quantity of Goods delivered being less than that specified in the Contract.
8 PASSING OF PROPERTY
8.1 Seller warrants that Seller has good title to the Goods and that it will transfer such title as it may have in the Goods to Buyer pursuant to this Condition 7.
8.2 Property and title in the Goods delivered to Buyer shall not pass to Buyer until the Price for Goods and the price for any other goods that the Seller has supplied to the Buyer has been received by Seller. Where the Goods to be supplied in terms of a Contract are supplied by part deliveries this Condition will apply to each part delivery as if it formed the subject matter of a separate and independent contract.
8.3 Until the Price and the price for any other goods that the Seller has supplied to the Buyer has been received by Seller, Buyer will hold and store the Goods at Buyer’s risk as agent for Seller and in a manner which clearly distinguishes them from other Goods of Buyer and indicates that they are the property of the Seller provided, however, that the Buyer shall be entitled to sell the Goods to bona fide third parties in the ordinary course of its business. In such circumstances, Buyer shall hold the proceeds of such sale as agent for and on behalf in trust for Seller and shall hold such proceeds of sale in a separate account to the order of Seller. Buyer shall not sell or dispose of any individual consignment of the Goods save as agent for Seller until the Price has been received by Seller.
8.4 In the event that:-
(i) on the expiry of any credit period Seller shall not have received payment in full for the Goods; or
(ii) a receiver (including an administrative receiver) is appointed over the whole or any part of the assets of Buyer; or
(iii) a resolution is passed or a petition is presented for the winding up of Buyer or any part of its assets or a provisional liquidator is appointed to Buyer; or
(iv) an administration order in relation to Buyer is applied for under the provisions of Part II of the Insolvency Act 1986; or
(v) Buyer commits an act of bankruptcy or becomes apparently insolvent; or
(vi) Buyer is unable to pay its debts as they fall due; or
(vii) any similar procedure or event takes place in relation to Buyer in any jurisdiction; or
(viii) the Buyer and/or the Goods fall under the control or material influence of any third party, whether or not as a result of any of the events listed in the foregoing sub-paragraphs (i) – (vii);
Seller shall be entitled to inspect the Goods and, at its own discretion, repossess any Goods which remain the property of Seller and Seller shall be entitled to require Buyer at Buyer’s expense to immediately return such Goods to Seller. The Buyer's power of resale set out in Condition 7.3 shall terminate automatically and without further notice on the occurrence of any of the said events. Seller is hereby irrevocably authorised, on Seller presenting a certificate stating that the price for such Goods has not been received from Buyer, without notice to enter any premises occupied by Buyer, or any premises where Goods are held by a third party to the order of Buyer, for the purpose of inspecting, collecting and removing such Goods (or goods to the value stipulated in such certificate) and Buyer shall be responsible for (and shall, on demand reimburse Seller with) all Seller’s costs and expenses in connection with such collection and removal.
9 WARRANTIES
9.1 Seller warrants that the Goods and any ancillary technical services shall be in accordance with the specifications agreed in the Contract and shall be of reasonably satisfactory quality provided that such warranty shall not apply and Seller will have no liability whatsoever for Goods used for Medical Applications unless and only to the extent expressly agreed in writing by an officer of Seller.
9.2 All quotations given by Seller are based on Buyer’s specifications where applicable. Seller shall not be held liable or responsible for the lack of sufficiency, fitness for purpose or satisfactory quality of Goods insofar as attributable to Buyer’s specifications. No warranty is given by the Seller in respect of fitness for purpose of the Goods. No warranty is given in respect of any purpose not expressly disclosed to Seller, and in respect of which Seller has not expressly agreed or accepted that Goods are suitable, including without limitation and subject to Condition 8, any and all use for Medical Applications.
9.3 Seller gives no warranty that the supply or use of the Goods does not infringe any intellectual property rights of third parties.
9.4 Subject to Conditions 10.2 and 10.3, all other warranties, guarantees, conditions and terms in relation to the Goods and in relation to any technical services afforded to Buyer by Seller, whether express or implied are hereby excluded to the fullest extent permitted by law.
9.5 For the avoidance of doubt, no description, specification or illustration contained in any sales or marketing literature of the Seller and no representation, correspondence or statement (whether written or oral) shall form part of the Contract. The Buyer agrees that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this Condition shall exclude or limit Seller's liability for fraud.
10 LIABILITY
10.1 Without prejudice to Condition 8.4, where any of the Goods supplied by Seller to Buyer are claimed by Buyer to be defective, Buyer shall notify Seller in writing of such defect or non-conformity without delay following discovery of the defect or non-conformity and Buyer shall give to Seller full opportunity to inspect and test such Goods. Should such Goods be shown to the reasonable satisfaction of Seller to have been defective in material, workmanship or specification at the time of delivery to Buyer, Seller shall at its sole option either replace such Goods or (if the Goods shall have been paid for in full) refund to Buyer the Price, but in no circumstances whatsoever, subject to Conditions 9.3, 9.4, 9.5, 10.2 and 10.3, shall the liability of Seller in connection with any such Goods (whether arising through breach of contract, delict (including negligence), statutory duty or otherwise exceed the cost of replacement thereof or the price paid or agreed to be paid by Buyer therefor.
10.2 The obligations of Seller contained in Condition 9.1 shall be conditional upon:-
(a) notice being given of the defect within 5 days of the defect becoming apparent;
(b) such notice being served within 90 days of delivery;
(c) the defect not having arisen because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or in accordance with good trade practice; and
(d) such defect being found to have arisen from Seller's faulty design, workmanship or materials.
10.3 Seller shall not be liable for any claims, losses, liabilities, expenses or damages arising from any defects in Goods, if the defects occur as a result of or are reasonably attributable to:
(i) negligence on the part of any person other than Seller; or
(ii) improper storage or treatment of Goods or any part of the Goods by Buyer or any subsequent user, or use by Buyer or any subsequent user of Goods which are retained after expiry of the shelf life recommended by Seller; or
(iii) loss or theft of any part of the Goods without negligence on the part of Seller.
10.4 Subject to Conditions 10.2 and 10.3 Seller shall not be liable for any special, indirect or consequential loss or exemplary damage, loss of profit, business, contracts or goodwill (whether such loss is direct or indirect), whether notice of the likelihood of such damage is given to Seller and whether arising through breach of contract, negligence or statutory duty, howsoever arising, (including but not limited to as a result of late delivery, breach of contract, negligence or breach of statutory duty) which Buyer may sustain in connection with the Goods supplied or to be supplied under the Contract.
10.5 Buyer is deemed to have satisfied itself as to the suitability of the Goods for the purpose or purposes for which Buyer requires them or for which Buyer supplies them to customers and Buyer shall be responsible for ensuring that the marketing or use of such Goods meets all relevant regulatory requirements for such uses. Seller has no responsibility for any losses, claims, expenses, liabilities, damages or other consequences of use by Buyer or any person receiving Goods from or through Buyer for purposes for which Goods are not expressly marketed or labelled by Seller as appropriate. Buyer indemnifies Seller and all Coilcraft Group Companies against all claims, liabilities, losses, expenses (including without limitation reasonable legal costs and expenses) or damages incurred by Seller which result directly or indirectly from use of Goods, or supply for uses, not expressly authorised in writing by Seller.
11 LIMITATION OF LIABILITY
11.1 Subject always to Conditions 10.2 and 10.3:
11.1.1 Seller shall not be liable to Buyer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
11.1.2 Seller's total liability to Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise shall not exceed the Price of the Goods specified in the Contract in relation to which any such loss has arisen.
11.2 Nothing contained in these Conditions of Sale shall be construed so as to exclude or limit the liability of Seller for breach of the warranty contained in Condition 7.1 or for breach of warranty as to quiet possession, as implied by section 12 of the Sale of Goods Act 1979.
11.3 Nothing contained in these Conditions of Sale shall be construed so as to limit or exclude the liability of Seller for (i) death or personal injury as a result of Seller's negligent actions, or those of its employees or agents; or (ii) fraudulent misrepresentation or (iii) any other liability which may not be excluded by law.
12 INTELLECTUAL PROPERTY RIGHTS
12.1 Should any claim be made against Buyer as a result of the Goods infringing the intellectual property rights of a third party, Seller shall conduct any ensuing litigation and all negotiation for settlement of such claims and will bear the costs of any payment made in settlement or resulting from an award, provided that Buyer shall:
12.1.1 give Seller the earliest possible notice in writing of any such claims being made or action threatened or brought against it;
12.1.2 make no admission of liability or take any other action in connection with such matter;
12.1.3 permit Seller to have conduct of claim; and
12.1.4 at Seller’s expense, give all reasonable information, co-operation and assistance to Seller (including without limitation lending its name to proceedings) in relation to the conduct of the claim.
12.2 The provisions of Condition 11.1 shall not apply to any infringement caused by Seller having complied with specifications or instructions furnished by Buyer or his agent nor to any use of the Goods in a manner or for a purpose not specifically authorised or indicated in writing by Seller, nor to any infringement due to the use of such Goods in association or combination with any other goods.
12.3 Buyer hereby indemnifies Seller and all Coilcraft Group Companies in respect of any loss, claim, damage, expense or liability (including consequential loss and loss of profit) arising from any infringement of any intellectual property rights of any third party arising from any materials, specification or instruction furnished by Buyer.
12.4 The provisions of Condition 11.1 shall be Seller’s entire liability to Buyer and Buyer’s sole and exclusive remedy against Seller in connection with claims based on or resulting from the infringement of intellectual property rights of any kind whatsoever of third parties.
12.5 All intellectual property rights in any specifications, plans, drawings, process information, patterns or designs used by Seller in connection with the Contract (other than those supplied by Buyer) shall remain the property of Seller or its third party licensors. Any information derived from any specifications, plans, drawings, process information, patterns or designs or otherwise communicated to Buyer in connection with the Contract shall be kept secret and shall not, without the consent in writing of Seller, be published or disclosed to any third party or used by Buyer except for the purpose of implementing the Contract or where such information is in the public domain or disclosure is required by law or any recognised stock exchange. Any specification, plans, drawings, process information, patterns or designs supplied by Seller must be returned to Seller on fulfilment of the Contract.
12.6 For the purposes of the Contract, "intellectual property rights" shall mean patents (or applications therefor), registered designs (or applications therefor), design rights, registered and unregistered trade marks and copyright and any other intellectual property rights of whatever nature and wherever arising (including goodwill, know-how and confidential information).
13 TERMINATION
13.1 Without limiting its other rights or remedies, Seller may terminate any Contract forthwith by notice in writing to Buyer if:-
13.1.1 any of the events listed in Condition 7.4 occurs; or
13.1.2 any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.1;
13.1.3 Buyer fails to pay within the 30 day period provided for in Condition 4.1, without prejudice to Seller's right to receive interest for non-payment; or
13.1.4 Buyer commits a material breach of any term of these Conditions or any Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so; or
13.1.5 Buyer repeatedly breaches any of the terms of these Conditions or any Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions.
14 CONSEQUENCES OF TERMINATION
14.1 Upon the termination or expiry of any Contract howsoever arising:
14.1.1 Seller shall be entitled to invoice Buyer for Goods delivered or for services performed under that Contract prior to or on the date of termination and Buyer shall pay such invoice in accordance with these Conditions of Sale;
14.1.2 Conditions 1, 7, 8, 9, 10, 11, 13, 14, 15 and 16 shall survive termination of the Contract together with such other Conditions as are expressly or impliedly intended to survive termination or expiry of these Conditions of Sale.
14.2 Termination of any Contract, howsoever arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
15 CONFIDENTIALITY, FORCE MAJEURE, WAIVER AND SEVERABILITY
15.1 Seller and Buyer shall keep confidential and shall not without prior consent in writing of the other disclose to any third party any technical or commercial information acquired from the other as a result of discussions, negotiations and other communications between them in relation to the Goods. In particular, Buyer shall keep confidential all information received from Seller or which comes to Buyer’s attention in relation to any secret processes and know-how or equipment of Seller.
15.2 Seller shall not be responsible or liable in any manner whatsoever for any loss or damage whether direct, indirect or consequential, arising from any delay or default in the performance of any of Seller’s obligations in terms of a Contract where such delay or default arises as a result of any circumstances or conditions beyond the control of Seller including (but without prejudice to the generality of the foregoing) war, industrial dispute, strike, lockout, riot, malicious damage, fire, storm, flood, Act of God, accident, non-availability or shortage of material or labour, failure by any sub-contractor or supplier to perform, failure of production equipment, any statute, rule, byelaw, order, regulation or requisition made or issued by any government department, local or other duly constituted authority.
15.2.1 No failure or delay by Seller to exercise any right or remedy provided under these Conditions is to constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy is to preclude or restrict the further exercise of that (or any other) right or remedy. No waiver by Seller of any breach of obligation of Buyer pursuant to these Conditions shall constitute a waiver of any other prior or subsequent breach of obligation.
15.3 If any provision of these Conditions of Sale is or becomes illegal, invalid or unenforceable in any jurisdiction, that does not affect:
15.3.1 the legality, validity or enforceability in that jurisdiction of any other provision of these Conditions of Sale; or
15.3.2 the legality, validity or enforceability in any other jurisdiction of that or any other provision of these Conditions of Sale.
15.4 These Conditions of Sale constitute the entire agreement between the parties and supersede any prior drafts, agreements, undertakings, understandings, representations, warranties and arrangements of any nature between the parties, whether or not in writing, in relation to the subject matter of these Conditions.
16 THIRD PARTY RIGHTS
16.1 Each Coilcraft Group Company shall be entitled to the benefit of these Conditions of Sale. This Condition 15 creates legal rights for the benefit of and directly enforceable by the Coilcraft Group Companies against the Buyer under Scots Law.
16.2 Condition 15.1 is intended to create legal rights for third parties and each Coilcraft Group Company is deemed to have been notified of and be relying on the rights created in its favour. Other than as set out in Condition 15.1, these Conditions of Sale do not create any legal rights, benefits, or causes of action for any party other than the Parties. Seller may terminate and void these Conditions of Sale in accordance with their provisions without the consent of any Coilcraft Group Company or any other third party. The Parties may vary these Conditions of Sale by agreement without the consent of any Coilcraft Group Company, or any other third party.
16.3 For the purposes of these Conditions of Sale:
16.3.1 "Coilcraft Group Company" means in relation to Seller, that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiary of such holding company; and each company in a group is a member of the group and shall include Coilcraft, Inc. Unless the context requires otherwise the application of the definition of Group to any company at any time applies to the company as it is at that time; and
16.3.2 "Subsidiary" means a "subsidiary" as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c) of the Companies Act 2006, as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 is amended so that (a) references in sub sections 1159(1)(a) and (c) of the Companies Act 2006 to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership and (b) the reference in section 1159(1)(b) of the Companies Act 2006 to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
17 GOVERNING LAW
17.1 Subject to Condition16.3, these Conditions of Sale, any Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in all respects in accordance with the laws of Scotland.
17.2 Subject to Condition 16.4, each Party submits to the non-exclusive jurisdiction of the Courts of Scotland to settle any dispute or claim that arises out of or in connection with these Conditions of Sale or any Contract, their subject matter or formation (including non-contractual disputes or claims). This provision shall not prevent Seller taking any action to enforce its rights hereunder in any competent court of jurisdiction.
17.3 In respect of any sale or supply of Goods for Medical Applications, these Conditions of Sale, any Contract in relation to the supply of Goods for Medical Applications and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in all respects in accordance with the laws of Illinois.
17.4 In respect of any sale or supply of Goods for Medical Applications, each Party submits to the exclusive jurisdiction of the Courts of Illinois to settle any dispute or claim that arises out of or in connection with these Conditions of Sale or any Contract in relation to the supply of Goods for Medical Applications, their subject matter or formation (including non-contractual disputes or claims).
