Terms & Conditions

1 EXPLANATION

1.1 The following definitions apply in these Conditions:

Business Day: a day other than Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: these terms and conditions as amended from time to time in accordance with clause 14.3.

Contract: the contract between Icon Protection and the Customer for the supply of Goods in accordance with these Conditions and the Order.

Customer: the person or company who purchases the Goods from Icon Protection.

Customer IP: the specifications, materials and intellectual property provided by the Customer to Icon Protection for the purposes of Icon Protection incorporating the same into Customised Goods (including any business names, trademarks (registered and unregistered), service marks, domain names and websites, and other Customer branding).

Customised Goods: any Goods which are made to the specification of the Customer including branding Goods with any Customer IP.
Goods: the goods set out in the Order.

Icon Protection: Icon Protection EMEA Limited (company number SC441508) whose registered office address is 37 Albyn Place, Aberdeen, AB10 1JB, United Kingdom.

Order: the Customer’s order for the supply of Goods as set out in the Customer’s emailed acceptance of Icon Protection’s email quotation.

Price: the price to be paid by the Customer for the Goods as set out in the quotation provided by Icon Protection for the applicable order.

Specification: any specification for the Goods provided by Icon Protection to the Customer in writing, including as may be set out technical sheets for the product provided by Icon Protection from time to time.

1.2 A reference to a party includes its representatives, successors and permitted assigns.

1.3 A reference to writing includes email.

2 BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.4 The Order shall only be deemed to be accepted when Icon Protection issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.5 Any quotation given by Icon Protection shall not constitute an offer and may be withdrawn by Icon Protection at any time before Icon Protection issues written acceptance of the corresponding Order.

2.6 Subject to clause 2.7, either party may cancel the Contract at any time. Where the Customer cancels the Contract, the following cancellation charges shall apply:

2.6.1 If the Customer cancels the Contract prior to Icon Protection’s despatch of the Goods to its logistics provider, there shall be no cancellation charge; and

2.6.2 If the Customer cancels the Contract after Icon Protection has despatched the Goods, the Customer shall pay to Icon Protection the delivery charges incurred (including in returning the Goods to Icon Protection) and a restocking fee for the Goods at Icon Protection’s then current ratecard.

2.7 If the Order contains Customised Goods, the Customer is not entitled to cancel the Contract at any time after Icon Protection has started production of the Customised Goods and the Customer shall be liable in full for the Price in respect of the Customised Goods.

3 GOODS
3.1 Icon Protection reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements and Icon Protection shall notify the Customer of any such amendment.

3.2 Any samples, drawings, descriptive matter or advertising issued by Icon Protection are issued or published for the sole purpose of giving an approximate indication of the Goods described in them. They shall not form part of the Contract or have any contractual force.

4 DELIVERY
4.1 Icon Protection shall deliver the Goods DAP (Incoterms 2020) to the location set out in the Order (Delivery Location) or such other Delivery Location as the parties may agree in writing.

4.2 Any delivery date given by Icon Protection is approximate and time is not of the essence for the purposes of delivery of the Goods. Icon Protection shall use reasonable endeavours to notify the Customer if there may be a delay in delivery of the Goods; however, Icon Protection shall not be liable for delay in the delivery of the Goods.

4.3 Icon Protection may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.4 If the Customer fails to accept delivery of the Goods when delivery is attempted by Icon Protection (other than due to defect in the Goods pursuant to clause 5.2), Icon Protection may cancel the Contract and the provisions of clause 2.6 and 2.7 shall apply.

5 QUALITY
5.1 Icon Protection warrants that on delivery, the Goods shall:

5.1.1 comply in all material respects with the Specification;

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality.

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing to Icon Protection within 5 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 Icon Protection is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by Icon Protection) returns such Goods to Icon Protection’s place of business at the Customer’s cost,
Icon Protection shall, at its option, (and as the Customer’s sole and exclusive remedy in respect of such non-compliance) repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Icon Protection shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

5.3.1 the Customer makes any use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Customer failed to follow Icon Protection’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3 the Customer alters or repairs such Goods without the written consent of Icon Protection;

5.3.4 the defect arises as a result of fair wear and tear, or wilful damage, negligence, or abnormal storage or working conditions by the Customer; or

5.3.5 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except where expressly stated in these Conditions, all other conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, are to the fullest extent permitted by law excluded from the Contract.

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Icon Protection.

6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until Icon Protection has received payment in full for the Goods, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Icon Protection’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Icon Protection’s behalf from the date of delivery;

6.3.4 be licensed to sell the Goods, notwithstanding that the title therein may not yet have passed to the Customer, provided that the Customer shall (as between the Customer and Icon Protection but not as between the Customer and any sub-purchaser) make such sale as an agent for Icon Protection and accordingly shall hold the proceeds of any re-sale as trustee and agent for Icon Protection and shall keep them apart from other monies of the Customer, until such time as the Customer makes payment to Icon Protection in full for the Goods;

6.3.5 notify Icon Protection immediately if it becomes subject to any of the events listed in clauses 9.1.2 to 9.1.4 and the Customer’s right to sell the Goods under clause 6.3.4 shall immediately cease upon the Customer being subject to such an event; and

6.3.6 give Icon Protection such information relating to the Goods as Icon Protection may reasonably require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clauses 9.1.2 to 9.1.4 then, without limiting any other right or remedy Icon Protection may have, Icon Protection may at any time enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7 PRICES AND PAYMENT
7.1 The Price excludes amounts in respect of value added tax (VAT), which (if applicable) the Customer shall additionally be liable to pay to Icon Protection at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.2 The quotation for the applicable Order shall set out when payments of the Price shall become due from the Customer (or in the absence of any such payment terms in the quotation or agreed separately between the parties, the Price shall be payable prior to despatch of the Goods by Icon Protection) and time for payment shall be of the essence of the Contract.

7.3 If the Customer fails to pay all amounts due to Icon Protection by the due date, then, without limiting Icon Protection’s remedies under clause 9, the Customer shall pay interest and compensation on the overdue amount in accordance with the Late Payment of Commercial Debts Regulations 2002. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8 LIMITATION ON LIABILITY
8.1 The limitations on liability in this clause 8 apply to every liability arising under or in connection with the Contract, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in this Contract limits any liability which cannot be legally limited, including liability for:

8.2.1 death or personal injury caused by negligence;

8.2.2 fraud or fraudulent misrepresentation; and

8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.

8.3 Subject to 8.2, Icon Protection’s total liability to the Customer arising under or in connection with the Contract shall not exceed the Price.

8.4 Subject to 8.2, Icon Protection’s liability for the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill and indirect or consequential loss.

8.5 This clause 8 shall survive the termination of the Contract.

9 TERMINATION
9.1 Without limiting its other rights or remedies, Icon Protection may terminate the Contract with immediate effect by giving written notice to the Customer where:

9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

9.1.3 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

9.1.4 the Customer’s financial position deteriorates to such an extent that in Icon Protection’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

9.1.5 the Customer fails to pay any amount due under the Contract by the due date for payment.

9.2 Without limiting its other rights or remedies, Icon Protection may suspend provision of the Goods under the Contract if the Customer becomes subject to, or if Icon Protection reasonably believes that the Customer is about to become subject to, any of the events listed in clauses 9.1.2 to 9.1.5.

9.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

9.4 On termination of the Contract the Customer shall immediately pay to Icon Protection all of Icon Protection’s outstanding unpaid invoices and interest and, in respect of Goods supplied for which no invoice has been submitted, Icon Protection shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.

10 INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
10.1 As between the parties, all intellectual property rights in the Goods (excluding any Customer IP) are owned by and shall remain vested in Icon Protection.

10.2 To the extent an Order includes Customised Goods, the Customer:

10.2.1 hereby grants Icon Protection an irrevocable, royalty-free, non-exclusive licence to the Customer IP solely for the purpose of Icon Protection incorporating the Customer IP into the Customised Goods; and

10.2.2 warrants that it has all necessary rights to grant Icon Protection the licence of the Customer IP as referred to in clause 10.2.1 and that the use by Icon Protection of the Customer IP will not infringe any rights of any third-party including any intellectual property rights.

10.3 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.4.

10.4 Each party may disclose the other party’s confidential information:

10.4.1 to its clients, employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its clients, employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with clause 10; and

10.4.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.5 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11 FORCE MAJEURE
Icon Protection shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform its obligations under the Contract if such delay or failure was the result of an event beyond the reasonable control of Icon Protection including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war or threat of war, riot, civil commotion, malicious damage, compliance with any law or governmental or parliamentary or local authority order, rule, regulation or direction, accident, power failure or breakdown of plant or machinery, fire, flood, storm, tempest, explosion, default of suppliers or subcontractors, import or export regulations or embargoes or difficulties in obtaining raw materials, labour, fuel, parts or machinery (Force Majeure Event). The time for delivery shall be extended accordingly. If the Force Majeure Event prevents Icon Protection from providing any of the Goods for more than 12 weeks, the Customer may terminate this Contract immediately by giving written notice to Icon Protection.

12 ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13 NOTICES
13.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause 13, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

13.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, at the time of transmission.

13.3 This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.

14 ASSIGNMENT AND VARIATION
14.1 Icon Protection may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

14.2 The Customer shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Icon Protection.

14.3 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives). The Customer expressly acknowledges that Icon Protection may update these Conditions from time to time and the updated Conditions shall apply to any Order placed after the date of such update (provided any Order already placed shall continue to be subject to the Conditions in place at the time such Order was placed).

15 WAIVER
No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.

16 SEVERANCE
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

17 THIRD PARTY RIGHTS
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18 JURISDICTION AND GOVERNING LAW
18.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

18.2 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales