In these Terms, the following capitalised terms shall have the following meanings:
“Business Day” means a day other than a Saturday, Sunday or public holiday.
“Confidential Information” means all technical and commercial know-how of the Supplier including but not limited to marketing strategies, specifications, Intellectual Property Rights, processes, procedures, methods, recommended pricing or initiatives, markets, development plans, strategies and plans which are of a confidential nature and have been disclosed to you by us or our agents, and any other confidential information concerning our business or the Products which you may obtain;
“Contract” means a contract between you and us for the supply by us of Products to you, upon these Terms and the terms of all and any Order Forms in respect of which we have issued you with an Order Confirmation, together with the terms of any Order Confirmation;
“Force Majeure Event” means an event or circumstance beyond the Supplier’s reasonable control.
“Insolvency Event” means, in relation to a party, if
18.1.1 it threatens or suspends payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts within the meaning of Section 570 of the Companies Acts 2014, as may be amended or replaced from time to time;
18.1.2 it commences negotiation with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction;
18.1.3 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up other than for the sole purpose of a scheme for its solvent amalgamation or its solvent reconstruction;
18.1.4 An application is made to a court, or an order is made, for the appointment to it of an examiner or a liquidator or if a notice of intention to appoint an examiner or liquidator is given to it or if an examiner or liquidator is appointed to it;
18.1.5 The holder of a qualifying floating charge over its assets has become entitled to appoint or has appointed a receiver;
18.1.6 A person becomes entitled to appoint a receiver over its assets or a receiver is appointed over its assets;
18.1.7 a creditor or encumbrancer of it attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) Business Days; or
18.1.8 Any event occurs, or proceeding is taken, with an effect equivalent or similar to those listed in (a) to (g) (inclusive).
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Order” means your order for the Products set out in any Order Form which you submit to us;
“Order Acknowledgement” means written confirmation by us to you of our acceptance of an Order, which acceptance may also be communicated by email; and
“Order Form” means the form on which you submit your Order or Purchase Order to us.