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GENERAL TERMS & CONDITIONS FOR THE PROCUREMENT OF PRODUCTS AND SERVICES
1.1. For the purposes of these General Terms and Conditions, the following words shall have the meanings assigned to them below:
any agreement concluded with the Supplier and any alteration, addition or any more detailed arrangements such as the Specifications for the procurement of Products or Services thereto;
any deviation from the Specifications or any kind of improper functioning of the Products;
General Terms and Conditions:
these general terms and conditions for the procurement of Products and Services;
all items, documentation, images or materials otherwise, such as models, stamps, drawings, tools or other aids, which Novum Audio Visual makes available to the Supplier in connection with the Contract;
all items, goods, materials, merchandise and any other products (including without limitation, computer software), data, as stipulated in the Purchase Order or the Contract, which are supplied, delivered or otherwise made available or to be supplied, delivered or made available, to Novum Audio Visual and Supplier in the performance of a Contract;
the written confirmation by Novum Audio Visual of a quotation, proposal or offer from Supplier sent to Supplier by post mail, fax or digitally;
all services as stipulated in the Purchase Order or the Contract, which are offered, provided or to be provided to Novum Audio Visual;
the detailed specifications or description of the Products or Services as agreed to by Novum Audio Visual and Supplier, including, if applicable, the specifications or descriptions detailed in requests for quotations, requests for proposals, offers and other communications between Novum Audio Visual and Supplier. Should no such detailed specification or description be provided, the specification shall be that which is usual between parties or, should no such specification/description exist, that which generally applies within the sector;
any (potential) supplier of Novum Audio Visual;
Novum Audio Visual:
Novum Audio Visual Limited, a private companies with limited liability having its registered address at 3C Hopewell House, Whitehill Ind. Park, Whitehill Lane, Royal Wootton Bassett, SN4 7DB.
2.1. These General Terms and Conditions shall apply to all requests for quotations, proposals and offers, all orders, agreements and other legal relationships (including Purchase Orders, Contracts and non-contractual or precontractual relationships) between Novum Audio Visual and the Supplier in respect of the ordering, procuring, receiving, providing, purchasing, supplying or otherwise making available of Products or Services, except and to the extent that Novum Audio Visual has deviated from these General Terms and Conditions in writing.
2.2. Novum Audio Visual expressly rejects the applicability of any general terms and conditions of the Supplier.
2.3. When Novum Audio Visual and Supplier enter into any order, agreement or other legal relationship to which these General Terms and Conditions apply, Supplier shall be considered to have agreed to the applicability of these General Terms and Conditions for future orders, agreements and legal relationships regarding the procurement of products or services.
3. Conclusion and term of the Contract
3.1. If Novum Audio Visual asks the Supplier for a quotation, proposal or offer, the quotation, proposal or offer submitted by Supplier, as well any subsequent quotations, proposals or offers submitted following negotiations with Novum Audio Visual, if any, will be deemed irrevocable. Any requests by Novum Audio Visual to Supplier for the submission of a quotation, proposal or offer are not binding upon Novum Audio Visual. Novum Audio Visual is entitled to request changes or amendments to the quotation, proposal or offer of the Supplier as well as to the Specifications without being bound by such request for change or amendment.
3.2. Contracts are concluded only after Novum Audio Visual has accepted the (final) quotation, proposal, or offer made by the Supplier by issuing a Purchase Order. If the Supplier starts to perform the provisions of the quotation, proposal or offer without first having received the relevant Purchase Order, Supplier will do so entirely at its own expense and risk. Novum Audio Visual is not obliged to award a Purchase Order or Contract to any quotation, proposal or offer nor to reimburse the costs of any such quotation, proposal or offer.
3.3. In case of, and within the existence of, a framework agreement, a Contract is concluded each time after Novum Audio Visual issues a written Purchase Order for the provision of a (part of a) Product or Service.
3.4. The Supplier is obliged to inform Novum Audio Visual with immediate effect of any errors and/or ambiguities in request and/or documents.
3.5. Contracts shall be effective for the term as detailed in the Specifications and/ or the Purchase Order, unless sooner terminated in accordance with these General Terms and Conditions.
4. Prices and payment
4.1. All prices quoted by Supplier shall be fixed, on a time and material basis or as otherwise detailed or agreed to in the Specifications and/ or the Purchase Order, expressed in GB pounds (unless stated otherwise), without prejudice and subject to these General Terms and Conditions, exclusive of VAT but inclusive of any other taxes, incidental costs and expenses.
4.2. All prices include the standard packaging and delivery carriage paid and shall be free of import duties. Prices shall include the provision of all materials and all preparatory and other work necessary to comply with the requirements and descriptions set out in the Contract and/ or the Specifications. All prices include the costs for transportation of equipment and personnel, insurance, and customs, unless explicitly agreed otherwise in writing.
4.3. With the exception of the provisions laid down in Section 6, prices are not subject to change, unless explicitly agreed by Novum Audio Visual in writing.
4.4. The payment of an invoice shall be made in GB pounds within sixty (60) days of the date of invoice, unless agreed otherwise, by transferring the amount due to the bank account stipulated by Supplier. Invoices for Products will not be sent until Supplier has fully and correctly performed the Contract in accordance with the Specifications. Invoices for Services will be submitted on a monthly basis to Novum Audio Visual covering Services rendered during the preceding month, unless explicitly agreed otherwise. Payment of an invoice by Novum Audio Visual does not imply Novum Audio Visual's acceptance of the performance of the Contract by Supplier in accordance with the Specifications.
4.5. The invoice must contain, as a minimum, either (i) a summary description of the Services that were performed during the preceding month and the period during which they were provided or (ii) the description of the Products and the quantities supplied, as well as the respective Purchase Order number and should be addressed to the correct Novum Audio Visual legal entity. Novum Audio Visual reserves the right to return invoices which do not contain the data mentioned in this Section 4.5. Any invoice received without a valid PO number will result in delays as it will not be processed and will be returned to the Supplier unpaid.
4.6. Novum Audio Visual may require the Supplier to provide sufficient security if, at whichever moment, doubts arise with regard to the Supplier's creditworthiness. If the Supplier fails to provide the required security, Novum Audio Visual may terminate the Purchase Order and Contract with immediate effect without any liability for Novum Audio Visual arising thereof.
4.7. Novum Audio Visual is entitled, without judicial intervention, and without prejudice to any other rights that Novum Audio Visual may have under the Contract or applicable law, to offset and/or suspend payment of any amount, if it or a company affiliated to it has or will have a claim, which may or may not be enforceable, against the Supplier or a company affiliated to the Supplier.
5. Delivery and Time for performance
5.1. Delivery of Products shall be deemed to have taken place once the Products are stored on the premises designated by Novum Audio Visual, unless otherwise agreed. Delivery of Products must take place at the time specified by Novum Audio Visual in writing. If no time is specified the delivery must take place between normal office hours.
5.2. The Supplier acknowledges that the agreed time and time for performance of the Contract, and/or any further deadlines or timelines specified, are of essential importance to Novum Audio Visual.
5.3. The Supplier shall be deemed to be in default by exceeding the deadlines or timelines for performance agreed with Novum Audio Visual. Any penalty agreed on for such default event shall be without prejudice to Novum Audio Visual's other rights including its right to demand compliance and its right to the full payment of damages by the Supplier; the said penalty shall not be deducted from any such damages.
5.4. Novum Audio Visual shall be entitled at any time and for whatever reason, by providing a written statement to the Supplier, to defer the performance of the Contract that it has ordered for a period to be specified. In such event, Supplier shall store the Products in a suitable location, separate from any other goods or products, on behalf of Novum Audio Visual, insuring them and taking appropriate measures to prevent any loss of quality. Novum Audio Visual shall make reasonable payment to the Supplier for the cost of such storage, measures, and insurance. Novum Audio Visual reserves the right to issue further instructions upon commencement of the Contract concerning work hours and time schedules, as well as to the precise location on the site where the Services should be performed.
5.5. If, in the performance of the Contract in question, there is a risk of a delay occurring in relation to the agreed delivery date or timelines for provision of the Services, for any reason whatsoever, the Supplier will take adequate measures on its own initiative and with immediate effect, such as for example, employ extra staff in order to make up for any (potential) delays, and/or to prevent these from arising. The Supplier will promptly report the (potential) delay and the measures to be taken to Novum Audio Visual in writing. Without prejudice to the above, the Supplier will be in default without any further notice of default being required, if any of the agreed delivery date, timelines or implementation periods relating to the performance of (part of) the Contract are exceeded and Novum Audio Visual shall be entitled to terminate the Contract with immediate effect, notwithstanding any of Novum Audio Visual's other rights hereunder.
5.6. Performance of (part of) the Contract prior to the delivery date or agreed time for performance may only take place with prior written permission from Novum Audio Visual and will not lead to any change in the agreed period of payment.
5.7. Products must be suitably packaged taking into account the nature of the Products and also taking into account the means of transport. Supplier is liable for damage resulting from or related to undue packaging of the Products. 5.8. Products delivered that are not in accordance with the Contract and/or the Specifications may be returned at the Supplier's expense and risk.
5.8. The Supplier is responsible for the removal or processing of packaging, dirt, waste and surplus material, at its own expense.
5.9. Performance of a Contract includes the delivery of all accompanied tools and documents such as, but not limited to, (guarantee-) certificates, drawings, quality reports, maintenance- and instruction guidelines.
5.10. Supplier is not entitled to perform a Contract in part(s), unless explicitly agreed otherwise in which case these General Terms and Conditions apply to such a partial delivery
6. Performance of the Contract
6.1. The Supplier shall perform the Contract strictly in accordance with the Specifications and other relevant contractual arrangements in good workmanlike manner.
6.2. The Contract shall be performed on a non-exclusive basis. Parties agree that Supplier and Supplier personnel render the Services as independent parties and are not authorised to act as the agent or representative of Novum Audio Visual or to represent that it or they are entitled so to act. Parties agree that no employment relationship shall exist between Novum Audio Visual and Supplier or Supplier's subcontractors by virtue of Supplier's or Supplier's subcontractor's personnel providing the Services under the Contract.
6.3. The Supplier undertakes that it, its staff, and any third parties which it engages shall conduct themselves on any site or premises Supplier is required to work in accordance with the regulations and rules of conduct applying there, for example in respect of security, safety, and health, and that they will follow any instructions or guidelines with which they are issued in that regard and sign the necessary statements (or cause such to be signed). Novum Audio Visual is entitled to immediately halt the provision of the Services in case the forementioned regulations and rules are not complied with.
6.4. Supplier shall use its best efforts to minimize any adverse impact on the scheduled time and projected cost of the project that may be caused by the removal or replacement of any of its personnel or materials from a project or site.
6.5. Novum Audio Visual may request the Supplier to submit regular reports setting out the progress of Services.
6.6. Novum Audio Visual shall be entitled to change or supplement the Specifications during performance of the Contract or to request the supply of additional Products or Services after the Contract has been performed.
6.7. If, in the Supplier's opinion, a change or addition to the Contract or the Specifications has consequences for the agreed price and/or delivery date or time for performance, the Supplier will inform Novum Audio Visual of this in writing by email, though in no event any later than within one calendar week before implementing the change. If the Supplier fails to timely inform Novum Audio Visual of the price change and/or change in delivery date or time for performance, the Supplier shall be obliged to implement the change without any entitlement to additional payment.
6.8. In the event that, in the Supplier's opinion, a change to the Contract or the Specifications requested by Novum Audio Visual will lead to a new price and/or delivery date or time for performance that is not acceptable to Novum Audio Visual, Novum Audio Visual reserves the right to determine that the Contract shall be performed without the changes proposed or performed in a different way that is acceptable to Novum Audio Visual. If the Supplier and Novum Audio Visual fail to reach agreement on the new price, new delivery date or new time for performance, Novum Audio Visual reserves the right to terminate the Contract with immediate effect.
7. Testing and Inspection
7.1. Novum Audio Visual at all times reserves the right to assess, test or inspect the way in which the Contract is being performed (or to have others to do this), but is not obliged to do so, and to take all possible measures to this end that it considers reasonable, which includes inspecting (or have others inspect) the places where the Contract is being performed either in full or in part. The (non)performance of an inspection by Novum Audio Visual does not discharge the Supplier from any of its obligations or liability.
7.2. Novum Audio Visual shall inspect the Products that have been ordered within a reasonable period after they have been delivered. Should Novum Audio Visual reject the Products or should it later appear, in the reasonable assessment of Novum Audio Visual, that the Products do not comply with the requirements set for them pursuant to the Contract, Novum Audio Visual, without prejudice to any of its other rights, may give the Supplier the opportunity to rectify and/or repair the Defects, at the Supplier's expense and risk and at the first request of Novum Audio Visual. Any additional costs for dismantling, transport, reproducing or reassembly shall be also at the expense of the Supplier
7.3. Acceptance of the provision of (part of) the Services shall have no further significance than that, in the provisional judgement of Novum Audio Visual, the provision of (that part of) the Services is in accordance with the Contract. In particular, such acceptance shall not preclude Novum Audio Visual invoking the Supplier's non-compliance with its warranty obligations referred to in Section 9 or any other obligation vis-à-vis Novum Audio Visual.
7.4. Should Novum Audio Visual reasonably find that the Services are not provided in conformity with the requirements set for them pursuant to the Contract or should it later appear, in the reasonable assessment of Novum Audio Visual, that the Services have not so been provided, Novum Audio Visual, without prejudice to any of its other rights, may give the Supplier the opportunity to provide the Services again in accordance with the Contract, at the Supplier's expense and risk and at the first request of Novum Audio Visual. Any additional costs related thereto shall be also at the expense of the Supplier.
7.5. If, in the reasonable assessment of Novum Audio Visual, (timely) replacement or repair of the Products or re-rendering of the Services is impossible or if the Supplier fails to comply, within the period set by Novum Audio Visual, with the request referred to in Section 7.2 or 7.4 respectively, the Supplier shall be required to repay to Novum Audio Visual the amounts it has received from Novum Audio Visual in relation to the Products and Services concerned.
7.6. Novum Audio Visual shall inform Supplier immediately in writing in case (a part of) the performance of the Contract is being rejected by Novum Audio Visual, which notification shall be deemed to be the notification of default. In case parties agreed a fixed time for the performance of the Contract, Supplier will be in default with immediate effect without any further notice of default being required.
8. Ownership and risk
8.1. All goods and deliverables developed and/or manufactured by the Supplier in the performance of the Services, including but not limited to drawings, sketches, moulds, templates, prototypes, computer programs in source code, object code and/or hard copy, the corresponding documentation and any other resources, shall become property of Novum Audio Visual upon their manufacture.
8.2. Novum Audio Visual shall acquire ownership of the Products at the moment they are delivered in accordance with Section 5 or otherwise become available to Novum Audio Visual or as much earlier as legal execution of delivery takes place in some other manner.
8.3. The Supplier is liable for all losses or damages arising out of or resulting from the Products, good or deliverables and/or for any losses of and damages to such Products, goods or deliverables until the moment they are delivered to Novum Audio Visual, without prejudice to any other stipulations laid down in these General Terms and Conditions.
8.4. Should it be agreed, in deviation from the provisions of Section 4.4, that full or partial payment shall be made for partial performance of the Contract at an earlier point than there referred to, Novum Audio Visual shall, by making an advance payment and without any more specific act of delivery being required, acquire ownership of all Products, materials, raw materials, or semi-manufactures used by the Supplier to perform the Contract or intended for that purpose. The Supplier shall be obliged to acquire the said Products, materials, raw materials, or semi-manufactures, entirely free of charges and third-party rights, and to store them separately on behalf of Novum Audio Visual. Supplier shall remain liable in accordance with Section 8.3 after the transfer of ownership pursuant to this Section 8.4.
8.5. The Supplier shall have no right of retention or right to postpone obligations in respect of ordered Products or Services.
9.1. The Supplier warrants at least the following:
9.1.1. the Products and Services are suitable for the purpose for which the Contract was concluded, insofar as the Supplier was aware of that purpose or could have been aware of it;
9.1.2. Supplier will exercise due professional care, skill, diligence and competence in accordance with applicable professional standards and will perform the Contract entirely in accordance with the requirements as stated in the Specifications;
9.1.3. Supplier's employees and third parties which Supplier may make use of for the performance of the Services are of sufficient qualification and shall comply with any agreed qualification requirements relating to training, expertise and experience and will continue to do so for the duration of the Contract;
9.1.4. the Products and materials used in the provision of the Services are of the highest possible quality, fit for purpose and provide the adequate level of safety, health, welfare and environment;
9.1.5. the Products and materials used in the provision of the Services are in accordance with any samples, models or drawings as regard their quantity, description, quality and performance, are produced according to the latest state of technology and are new, of the highest possible quality, free of faults as regard their design, processing, manufacture, construction, and dimensions, free of Defects and third party rights
9.1.6. all applicable national and international laws and regulations regarding the Products (or their packaging) and Services have been and will be complied with strictly;
9.1.7. the Products and Services otherwise comply with the requirements reasonably set for them or as informed by Novum Audio Visual from time to time.
9.2. The conditions laid down in this Section 9 do not affect Novum Audio Visual's other rights, including those referred to in Section 17.
10. Specific warranties for Products:
10.1 Ordered Products shall in any case be deemed inadequate within the meaning of Section 9.1 if Defects occur within the agreed Warranty Period, as defined in Section 10.3, unless such is the result of normal wear and tear or such Defects are caused by Novum Audio Visual.
10.2 Without prejudice to Novum Audio Visual's right to the payment of costs, damages or interests, if any Defects occur within a period of twenty four (24) months following delivery of the Products, such Defects shall be remedied by Supplier for its own risk and costs within seven calendar days after appearance ("Warranty Period"). This Warranty Period will be extended by a period equal to the period(s) during which the Products were not used or could not be fully used as a result of a failure of this Warranty. The Warranty Period then recommences for products provided as replacements of the defect Products and replaced or repaired parts of these Products, including those parts of the Products on which replaced or repaired parts may be of influence. The expiry of the Warranty Period leaves the statutory rights of Novum Audio Visual unchanged.
10.3 If during the Warranty Period a Defect arises, Novum Audio Visual reserves the right either to return the Products and demand immediate repayment of the amount paid for these Products, or to demand that the Products in question be replaced or repaired, all at the Supplier's costs.
11.1. Supplier undertakes to keep strictly confidential and not to divulge, disclose or otherwise furnish, directly or indirectly, to any third party any information disclosed by or in relation with Novum Audio Visual that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, unless explicitly permitted herein or required by law. The provisions of this Section 11 shall not apply to any information, which Supplier can demonstrate:
11.1.1. is or becomes public knowledge other than by breach of this Section; or
11.1.2. is in the possession of Supplier without restriction in relation to disclosure before the date of disclosure by Novum Audio Visual; or
11.1.3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
11.2. Supplier shall impose the obligations under this Section to its staff and any third party assigned by Supplier for the fulfillment of Supplier's obligations under a Contract.
11.3. Supplier shall not make any public announcement with respect to a Contract or any ancillary matter without the prior written consent of Novum Audio Visual.
11.4. In the event Supplier breaches any of the provisions of this Section 11, Supplier shall pay to Novum Audio Visual liquidated damages of £50,000 per event plus £5,000 for each day during which such breach continues. Novum Audio Visual is entitled to claim such damages without prejudice to Novum Audio Visual's other rights under a Contract or at law and without prejudice to Novum Audio Visual's right to seek compensation for the actual amount of the losses incurred in excess of the amount of the liquidated damages. Novum Audio Visual reserves the right to deduct the imposed penalties from any outstanding or future invoices of the Supplier.
12. Intellectual property rights
12.1. The Supplier guarantees that the performance of the Contract, the use of the Products and/or the rendering and the receipt of the Services or the receipt, possession or use by Novum Audio Visual of the results of the Services or of any goods or deliverables as part of the Services do not infringe any patent, trademark, design, drawing rights, copyright, database, trade name or any other absolute or proprietary (intellectual) right of Novum Audio Visual or any third party and Supplier indemnifies and holds Novum Audio Visual harmless against and in relation with any such infringement, including without limitation claims in respect of know-how and unauthorised competition. The Supplier will also impose the same obligation upon third parties assigned by the Supplier for the performance of the Contract.
12.2. In case the performance of the Contract, the use of the Products or Services or the receipt, possession or use by Novum Audio Visual of the results of the Services or of any goods or deliverables as part of the Services results in an alleged claim infringing any third party's intellectual property rights, Supplier shall undertake to either, at its own expense and without prejudice to Novum Audio Visual's rights of termination or otherwise:
12.2.1. replace or adapt such Products, Services, results, goods or deliverables (or the relevant component thereof) by non-infringing Products, Services, results, goods or deliverables, whereby the alteration and/or replacement shall not result in any restriction in the possibilities for utilisation thereof by Novum Audio Visual;
12.2.2. obtain a license to use the Products, Services, Software, Music, Video or Other Media, results, goods or deliverables (or the relevant component thereof) from the relevant third party;
12.2.3. cease rendering the Service or take back the Products, results, goods or deliverables (or the relevant component thereof) against payment of the costs, damages and interest.
12.3. To the extent that the Products, results of the Services or any goods or deliverables provided to Novum Audio Visual as part of the Services include third party's intellectual property rights, Supplier grants to Novum Audio Visual and warrants that it is entitled to grant to Novum Audio Visual a perpetual, fully paid-up license to use those Products, Services, results, goods or deliverables for any purpose whatsoever and worldwide (unless otherwise agreed between Supplier and Novum Audio Visual) without any additional charges. In the event additional licenses or additional charges are required, Novum Audio Visual is entitled to agree on the terms directly with the third party and charge Supplier here for.
12.4. All intellectual property rights resulting from a Contract or in the Services, results of the Services or any goods or deliverables provided to Novum Audio Visual as part of the Services, will vest in Novum Audio Visual, except for the third party rights as referred to in Section 12.3 provided that such rights were not created as part of the Contract or Services or specifically for Novum Audio Visual. These rights are hereby transferred to Novum Audio Visual by the Supplier by virtue of the Contract, which transfer is hereby accepted by Novum Audio Visual.
13.1. Novum Audio Visual shall remain the owner of all Items. The Supplier shall use the Items only for the purpose of the proper performance of the Contract and shall not authorise or permit third parties to make use of them. Unless it has received the written consent of Novum Audio Visual, the Supplier shall refrain from any act or omission relating to the Item, such that Novum Audio Visual loses the ownership thereof by means of specification, accession, confusion, or in any other manner. The Supplier also undertakes that the Item shall not be encumbered or burdened with any third party rights.
13.2. The Supplier shall not have any right of retention or right to postpone obligations in respect of the Items.
13.3. Unless otherwise agreed in writing, the Supplier shall adequately insure the Items in favour of Novum Audio Visual, at its own costs, against any damage resulting from their being partly or wholly lost or damaged, regardless of the cause.
13.4. The Supplier shall be granted a strictly personal, nontransferable and non-exclusive license to use the Items for the term of the Contract in the manner referred to in this Section.
13.5. Supplier shall use the Items entirely on its own risk and shall return the Items to Novum Audio Visual in good conditions immediately upon completion of the Contract, or at an earlier time if this can be reasonably expected of the Supplier.
14. Assignment and subcontracting
14.1. The Supplier is not permitted to assign the Contract, or any part thereof, or rights or claims ensuing from the Contract, to third parties, nor to transfer or pledge these, unless Novum Audio Visual has given prior written permission.
14.2. The Supplier is not permitted to outsource, subcontract or otherwise have third parties perform the Contract unless expressly agreed otherwise with Novum Audio Visual in writing.
14.3. In the event that the Supplier is given permission to assign, transfer or pledge the Contract, or any part thereof, the Supplier will ensure that the third party undertakes to fully observe the conditions laid down in the Contract and these General Terms and Conditions and Supplier will remain responsible for the performance of the Contract in accordance with the Specifications and any other contractual arrangements, if any. Supplier indemnifies Novum Audio Visual against and holds Novum Audio Visual harmless from any claims and/or damages caused by a subcontractor.
The Supplier warrants it has taken out sufficient insurance of legal and professional liability, also covering subcontractors and their personnel, if applicable, and will remain so insured. At Novum Audio Visual's first request, the Supplier will present a copy of the policy document and proof that the premiums have been paid.
16.1. The Supplier is liable for and indemnifies and holds Novum Audio Visual harmless against any and all direct losses or damages whether in contract, tort, breach of statutory duty or otherwise resulting from or in connection with the performance of the Contract, regardless of whether said loss or damage is caused by the Supplier itself, its staff, by other persons whom the Supplier has engaged in the performance of the Contract or any other third parties and regardless of whether Novum Audio Visual could have foreseen the possibility of such loss or damage.
16.2. Neither Party excludes liability in respect of (i) loss or damage caused by wilful intent or gross negligence, or (ii) injuries to or death of any person, caused by any of its officers, employees, agents or contractors.
16.3. In the event that Supplier does not perform the Contract, or a part thereof, on the agreed time or within the agreed period for performance, or otherwise fails to meet the deliverables as agreed upon, Novum Audio Visual is entitled to charge Supplier for each calendar day it is in default an immediately payable penalty of 1% percent of the total price of the respective Contract, increased with VAT, to a maximum percentage of 25% percent of the total price of the Contract. Novum Audio Visual is entitled to charge the maximum penalty at once, in the event that the respective performance remains impossible. Novum Audio Visual's right to claim penalties as set forward in this Section does not affect Novum Audio Visual's other legal rights under a Contract or under applicable laws and is without prejudice to Novum Audio Visual's right to seek compensation for the actual amount of the losses incurred in excess of the amount of the liquidated damages.
17. Force majeure
17.1. Force majeure is understood to mean circumstances that impede the fulfillment of the Contract and which are not attributable to Supplier. Supplier is obliged to report this force majeure situation to Novum Audio Visual in writing within one calendar day. Excluded from force majeure are, at least, the following events:
17.1.1. specific strike at the Supplier and transport problems;
17.1.2. failure to obtain all equipment, materials, and/or (third party) services required for the proper fulfilment of the Contract, unless caused by circumstances that cannot in fairness be attributed to Supplier;
17.1.3. late deliveries by Supplier's suppliers;
17.1.4. incomplete deliveries by Supplier's suppliers.
17.2. During force majeure all of Supplier's obligations shall be suspended. Should the period in which Supplier cannot fulfil its obligations as a result of force majeure continue for longer than one (1) calendar month, Novum Audio Visual shall be entitled to terminate the Contract in writing without there being an obligation to pay any compensation whatsoever arising out of or in connection herewith.
18. Termination and suspension
18.1. Unless otherwise determined in these General Terms and Conditions, in the event that Supplier fails to perform any of its obligations under the Contract, Novum Audio Visual shall send Supplier a notice of default, allowing the Supplier a reasonable period for compliance.
18.2. In the event i) Supplier fails to perform within the reasonable period as set out in the notice of default, ii) Supplier fails to meet a deadline or performance is temporarily or permanently impossible, iii) Supplier can be reasonably assumed not to perform the Contract properly or at the agreed delivery date or time for performance, iv) Supplier is declared bankrupt, granted a suspension of payment, or goes into liquidation, v) Supplier is repossessed, closed down or wound up or presented with a petition thereof, vi) of the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect of the Supplier, vii) a receiver, administrative receiver, administrator or similar office is appointed over all or any part of the assets or undertaking of the Supplier, viii) the Supplier makes a composition with its creditors generally or an assignment for the benefit of its creditors or other similar arrangement, ix) Supplier ceases, or threatens to cease, to carry on business, Novum Audio Visual shall, without prejudice to any of its other rights, be entitled to:
18.2.1. wholly or partly terminate the Contract and/ or the Purchase Order by notifying Supplier to that effect and without any further notice of default being required and without any liability for Novum Audio Visual arising out of or related to this termination,
18.2.2. to suspend its (payment) obligations,
18.2.3. to oblige the Supplier to repeat the performance of the Contract at the Supplier's own expense;
18.2.4. to reverse the performance of the Contract at the Supplier's expense and risk, and/or
18.2.5. to allow Novum Audio Visual or a third party nominated by Novum Audio Visual to repeat or reverse the performance of the Contract at the Supplier's expense and risk.
18.3. Novum Audio Visual may, without prejudice to any of its other rights arising hereunder or under the terms of any Contract, upon giving written notice, terminate the Contract (at Novum Audio Visual's discretion) with immediate effect if one of the businesses that compete with Novum Audio Visual has (directly or indirectly) become holder of more than 50 (fifty) percent of the shares in Supplier's share capital or is capable (directly or indirectly, whether or not pursuant to an agreement with other persons or entities with voting rights) of exercising more than the aforementioned percentage of the voting rights in the general meeting of Supplier.
18.4. In the event of termination of the Contract, Novum Audio Visual shall be entitled to reclaim from the Supplier all payments it has made to the Supplier as having been unduly paid. Insofar as the performance provided by Supplier at the moment of dissolution is not open to repayment and if it otherwise complies with the Contract, the Supplier shall be entitled to a payment, based on the value of the performance to Novum Audio Visual and determined in all reasonableness, less the amount which Novum Audio Visual can claim from the Supplier in respect to the shortcoming and/or the termination. Insofar as repayment is possible, Novum Audio Visual shall be entitled, at its discretion, to retain the Contract which has been performed in return for a payment as referred to above or to return it to the Supplier at the Supplier's expense and risk, such being without prejudice to any exercise of the rights referred to in Section 7.
18.5. Should Novum Audio Visual be the owner of the Products which it wishes to return in accordance with Section 18.4, Novum Audio Visual shall retain ownership even after termination of the Contract whereby it acquired ownership, such being within the limits set out in the applicable law, as security for the payment of everything that it may be able to claim from the Supplier. Should Novum Audio Visual not be the owner of the Product, Novum Audio Visual shall acquire a right of pledge in respect thereof to serve as the same security.
18.6. Upon expiry or termination of a Contract for any reason whatsoever, the Supplier shall offer due assistance to enable Novum Audio Visual or a third party to continue the provision of the Services and return to Novum Audio Visual at its own expense all Items, materials, specifications any other information relating to these Services in its possession. All claims from Novum Audio Visual on Supplier shall become immediately due and payable upon the termination of a Contract.
18.7. It is expressly agreed that Novum Audio Visual shall not be liable to pay any severance payment or compensation of whatever nature to the Supplier for loss of profit or loss of goodwill or for any other loss or damage howsoever arising as a result of the expiry or termination, for whatever reason, of a Contract.
19. Conversion partial invalidity
If any provision under these Terms and Conditions cannot be invoked or such provision is deemed to be invalid for any reason whatsoever, the other provisions shall remain in full force and effect. The Supplier and Novum Audio Visual shall be deemed to have agreed to new terms and conditions in substitution for such invalid provisions. These new terms and conditions shall be interpreted, as regards their contents and effect, as closely as possible to the original text as written but in such a way that rights can indeed be derived there from.
20. Contractor Conduct & Social Media
20.1. The Supplier shall not approach, entice or engage any client of Novum Audio Visual directly without permission in writing from Novum Audio Visual.
20.2. The Supplier shall not approach, entice or engage any other supplier or contractor of Novum Audio Visual directly without permission in writing from Novum Audio Visual.
20.3. The Supplier shall not document, record, or post any reference to the works supplied for any purpose on social media or any other platform without permission in writing from Novum Audio Visual.
20.4. The Supplier will not wear or advertise any brand other than that of Novum Audio Visual. Any competitor work wear or labelling will be seen as an attempt to entice a client and clause 20.1 will be breached.
20.5. Any breach of clauses 20.1, 20.2 20.3 or 20.4 will result in the supplier forfeiting any payment for services supplied. In addition, Novum Audio Visual will pursue penalty payments from the supplier in line with the terms outlined in clause 16.3
21. Authority to amend
Novum Audio Visual is entitled to amend these Terms and Conditions. Such amendments shall enter into force on the effective date as notified. If the effective date has not been officially announced then the amendments affecting the Supplier will enter into force on the date that Supplier is notified or informed of such amendment.
The rights of either party under any Contract are without prejudice to all other rights and remedies available to either party and no failure or delay by either party to exercise any right under this Contract will operate as a waiver of such right under any Contract.
23. Disputes and Governing Law
The construction validity and performance of any Contract shall be governed by the Law of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.