1 Interpretation 

1.1 Definitions:  

1.2 A person includes a natural person, corporate or unincorporated body （whether or not having separate legal personality）.

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

1.4 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6 A reference to writing or written includes email but not fax.

2 Basis of contract   

2.1 ASG acts as a commission agent and offers for sale through its website or any other way (please find a better word) certain Goods on behalf of Manufacturers on a white label basis. ASG is not a retailer and at no point designs, owns, or produces, the Goods, and offers the Goods only as an agent on behalf of Manufacturers （notwithstanding that ASG may invoice the Customer in its own name and may be appointed as a sub-agent on behalf of Manufacturers through another agent）. ASG’s responsibilities under the Contract shall only extend to its activities as an agent as set out in the Contract. The Contract is between:

2.1.1 the Customer and the Manufacturer （acting through ASG） in respect of the sale and purchase of the Goods only, and ASG may exercise rights or receive benefits under the Contract on behalf of the Manufacturer； and

2.1.2 the Customer and ASG （acting as an agent on behalf of the Customer） in respect of Logistics only, and the Customer appoints ASG as an agent for such purposes as set out in the Contract.

2.2 The Goods and Logistics are only available to businesses, the Customer warrants and represents that it is not acting （and shall not act） as a consumer for the purposes of consumer protection law. Where the Customer is an organisation, or a group of people ASG will be entitled to assume that any individual giving instructions is authorised to do so by the Customer.

2.3 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 law, trade custom, practice or course of dealing.

2.4 The Order constitutes: （i） an offer by the Customer to purchase the Goods from the Manufacturer； and (ii） to engage ASG to procure the Logistics； in each case in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. Each order is an independent individual obligation and cannot be combined or changed without ASG's written confirmation.

2.5 The Order shall only be deemed to be accepted when ASG issues a written acceptance of the Order, at which point the Contract shall come into existence. Following this the Order cannot be cancelled or amended by the Customer except with ASG’s written agreement （which may be subject to additional fees or charges）. In any event, cancellation of an Order shall result in a cancellation fee equal to 100% of the price of the Order.

2.6 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.

2.7 Any samples, drawings, descriptive matter or advertising produced or made available by ASG, and any descriptions or illustrations contained on ASG’s website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.8 Any quotation given by ASG shall not constitute an offer, may be withdrawn at any time, and shall only be valid for a period of 21 days from its date of issue.

2.9 By placing any Order, the Customer agrees that it shall not, for the duration of the Contract and for 18 months following its expiry or termination, engage directly with or make purchases directly from the Manufacturer.

2.10 The Customer must have a valid trade account for ASG’s website to browse ASG’s information, inquiry and place Order. The Customer’s use （including any use by its staff） of the ASG website and its user account is subject to the ASG website’s terms of use any breach by the Customer or its staff of such terms shall be deemed as a breach of the Contract.

2.11 The Customer shall not copy, exploit, or otherwise （other than as necessary to use with ASG and sell or promote the Goods） use or disclose any intellectual property in or relating to the Goods （including in relation to their design and the Specification） other than to the extent such intellectual property is owned by the Customer.

3Goods 

3.1 The Goods are described on ASG's catalogue as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, or the Customer otherwise provides any intellectual property or content to ASG, ASG shall not be responsible for the Manufacturer’s use of such, and the Customer shall indemnify ASG and the Manufacturer against all liabilities, costs, expenses, damages and losses （including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses） suffered or incurred by ASG or the Manufacturer in connection with any claim made against ASG or the Manufacturer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with ASG's or the Manufacturer’s use of the Specification, intellectual property or content . This clause 3.2 shall survive termination of the Contract.

3.3 The Manufacturer reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement. 

3.4 The Goods will be made available for collection in standard packaging, as set out as ASG’s standard packing. If the Customer has any additional packaging requirements, they must be agreed in the Order and will be subject to additional fees.

3.5 If the Manufacturer makes available for collection up to and including 5% more or less than the quantity of Goods ordered the Customer shall not reject them, ASG shall make a pro rata adjustment to the invoice for the Goods. 

3.6 Where the Customer orders Goods from different Manufacturers to be shipped in the same container, ASG shall charge an additional consolidation fee, payable alongside the cost of the Goods.

3.7 Any samples of Goods ordered by the Customer shall be charged at twice the FOB China price listed for such Goods plus the cost of any Logistics required to transfer such Goods from the Manufacturer’s place of business to ASG’s UK showroom （or such other greater fees as ASG may agree with the Customer from time to time）. Such fees are non-refundable, regardless of whether the Customer subsequently places a full order for the Goods, and the sample Goods shall otherwise be Goods for the purposes of these Conditions （save that clause 5 shall not apply to the sample Goods, which shall be provided without warranty on an “as is” basis）.

4Logistics

4.1 Save to the extent specifically set out in the Contract, transportation and insurance of the Goods is not included in the purchase price of the Goods.

4.2 ASG offers three options for Logistics:

4.2.1 FOB China, in which the Customer arranges its own international transportation and insurance. FOB China includes the cost of export customs clearance and operating costs, and the cost of inland transportation to a collection and export location set out in the Contract （or otherwise specified by ASG）. The Customer shall be responsible for international shipping, subsequent domestic and inland transportation, logistics insurance, customs clearance of imports of the Goods, payment of any import duties and taxes, and risk in the Goods after they have been made available for collection.

4.2.2 UK Destination, in which the Customer collects the Goods from a designated import location in the UK. UK Destination includes the cost of export customs clearance and operating costs, export inland transport costs, insurance premiums for all logistics risks, international shipping charges and UK inland transport costs to the location set out in the Contract （or otherwise specified by ASG）. The Customer will be responsible for import customs fees, import duties, and collection of the Goods from the location set out in the Contract （or otherwise specified by ASG）.

4.2.3 European Destination, in which the Customer collects the Goods from a designated import location in Europe. Europe Destination includes the cost of export customs clearance and operating costs, export inland transport costs, insurance premiums for all logistics risks, international shipping charges and Europe inland transport costs to the location set out in the Contract （or otherwise specified by ASG）. The Customer will be responsible for import customs fees, import duties, and collection of the Goods from the location set out in the Contract （or otherwise specified by ASG）.

4.3 The Customer shall pay any import customs fees and/or import duties （and/or any other charges, fines, penalties, costs and expenses, which for the purposes of clause 4 shall include all sums necessary to release any Goods from customs） directly to the relevant authority. The Customer, and not ASG, shall be listed as the relevant importer, and ASG may provide the Customer’s details directly to any relevant authority in order to allow them to request payment directly from the Customer.

4.4 All services （including transportation, insurance, and payment of fees and duties） set out in clause 4.2 are Logistics, and are conducted by ASG as agent on behalf of the Customer. The Customer hereby appoints ASG as its agent to procure the Logistics on the terms of the Contract and ASG accepts the appointment on those terms. To the extent not prescribed in the Contract, ASG shall have sole discretion as to how it organises and procures the relevant Logistics.

4.5 The Customer shall pay to ASG in full and cleared funds in advance any sums to be paid by ASG on the Customer’s behalf, and ASG shall not be required to pay any sum on the Customer’s behalf where it has not received such funds, and shall not be responsible for any delays or failures in Logistics resulting from the Customer’s failure to do so.

4.6 All Logistics will be procured on the relevant provider’s standard terms and conditions. If and to the extent that such provider’s terms and conditions （in accordance with applicable law） do not permit ASG to act as agent on behalf of a third party in procuring the relevant Logistics, then （subject to the Customer indemnifying ASG and keeping ASG indemnified in respect of ASG acting in such capacity） ASG shall act as a principal in such circumstances and its liability and responsibility to the Customer in respect of such Logistics shall be limited to using its reasonable endeavours to pass on the benefit to the Customer of any warranties or obligations in its contract with such provider.

4.7 ASG will not be responsible for any delay caused by customs, or import requirements, or any third party, and will not be liable for any storage or other charges, duties, fines, penalties, costs or tariffs imposed by customs authorities or any other public or governmental authority （save as set out in the Contract, on the basis that such sums will be paid to ASG in advance by the Customer or as soon as any demand is made of ASG）.

4.8 The Customer shall provide all information and assistance and shall take such actions as ASG requires in relation to any customs or import requirements.

4.9 Collection is completed on collection of the Goods from the Manufacturer’s place of business by a provider of Logistics. Delivery is completed on completion of the Logistics.

4.10 Any dates quoted for collection, or completion of Logistics, are approximate only, and the time for such is not of the essence. ASG and Manufacture shall not be liable for any delay or failure in collection or completion of Logistics, including any such delay or failure which is caused by a Force Majeure Event or the Customer's failure to provide ASG with advance payment, adequate instructions, information, or assistance.  

4.11 Notwithstanding clause 4.10, if the delivery of the Goods is delayed due to manufacture’s negligence or breach of the Contract by more than 14 days from the date for delivery set out in the Order, the Customer will be entitled to a late delivery compensation （to be subtracted from the sums payable under the Order）, calculated as follows （with compensation percentages calculated by reference to the total price of the Goods which are delayed）:

4.12 If the delivery of the Goods is delayed due to ASG’s negligence or breach of the Contract by more than 60 days from the date for delivery set out in the Order, the Customer may cancel the Order on written notice and （notwithstanding clause 2.5） ASG shall return any deposits paid by the Customer （without any additional interest）, but the Customer shall not be entitled to any compensation under clause 4.11. The remedies set out in clause 4.11 and this clause 4.12 shall constitute the Customer’s sole and exclusive remedy in relation to such delay as between ASG and the Customer.

4.13 In taking delivery of the Goods, the Customer shall ensure the availability of suitable parking and unloading container locations. The Customer is responsible for unloading any containers and any damage that occurs during the unloading process. The Customer shall be directly responsible for any charges imposed by any third party in relation to any delay in the Customer taking delivery or the Customer exceeding any unloading time allowance or missing any time slot or the Customer’s other acts or omissions in relation to taking delivery.

4.14 The Customer shall take delivery of the Goods within three days of ASG notifying the Customer that the Goods are ready following completion of the Logistics, if the Customer fails to do so （without prejudice to ASG’s other rights and remedies） then:

4.14.1 delivery shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which ASG notified the Customer that the Goods were ready； and

4.14.2 ASG may store the Goods until the Customer takes delivery of them, and charge the Customer for all related costs and expenses （including insurance）.

4.15 If （no sooner than） 14 days after the day on which ASG notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, ASG may resell or otherwise dispose of part or all of the Goods, retain the Customer’s fees paid in respect of such Goods, charge the Customer for any storage and selling costs, and charge the Customer for any shortfall below the price of the Goods when selling the Goods； thereafter ASG will send any excess balance from such sale to the Customer following deduction of such sums.

5 Quality

5.1 All Goods shall be accepted by the Customer before leaving the Manufacturer’s place of business. The Customer shall within 3 days of receipt of ASG's inspection report, shipment can only be confirmed after customer accept the Goods.  （or, if applicable inspection by the Customer or an authorised third party）:

5.1.1 confirm acceptance in writing； or

5.1.2 object （acting reasonably） in writing to the results of the inspection on the basis that the Goods do not materially comply with the Contract, providing written reasoning and documentary evidence for such objection, in which case ASG and the Customer shall co-operate in good faith to identify the cause of such objection and （if required） procure an additional testing report （which shall be subject to this clause 5.4）. Any objection shall inform ASG with 3 days after receipt of inspection report.

5.2 If the Customer fails to notify ASG in accordance with clause 5.1, it shall be deemed to have accepted the Goods.

5.3 The Manufacturer warrants that on collection the Goods shall:

5.3.1 conform in all material respects with their description and any applicable Specification；

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

5.3.3 be of satisfactory quality （within the meaning of the Sale of Goods Act 1979； and

5.3.4 be fit for any purpose held out in writing by ASG.

5.4 Subject to clause 5.6, if: 

5.4.1 the Customer gives notice in writing to ASG （and, if directed by ASG, the Manufacturer） within 14 days of taking delivery of the Goods that some or all of the Goods do not comply with the warranty set out in clause 5.6;

5.4.2 the Manufacturer is given a reasonable opportunity of examining such Goods； and

5.4.3 the Customer （if asked to do so by ASG or the Manufacturer） returns such Goods to the Manufacturer’s place of business at the Customer's cost.

5.5 Aside from receipt of the initial notice at clause 5.4, ASG shall have no further involvement in, or responsibility for, any claim, action or demand in relation to the warranty set out in clause 5.3 and shall not be responsible for mediating, or facilitating or passing on, communications between the Customer and the Manufacturer. The Customer shall conduct all further correspondence in relation to such claim, action or demand directly with the Manufacturer.

5.6 The ASG shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.3 in its own right. All liability for failure to comply with the warranty set out in clause 5.3 is with the Manufacturer, and ASG shall only be responsible for passing on the details of such warranty failures to the Manufacturer. The Customer shall only bring any claim, action or demand in relation to the warranty set out in clause 5.3 directly against the Manufacturer. The Customer shall indemnify ASG against all liabilities, costs, expenses, damages and losses （including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses） suffered or incurred by ASG in connection with for any failure by the Customer to comply with the process set out in this clause 5.

5.7 The Manufacturer shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.3 if:

5.7.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.4;

5.7.2 the defect arises because the Customer failed to follow any applicable oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or （if there are none） good trade practice regarding the same；

5.7.3 the defect arises as a result of the Manufacturer following any drawing, design or Specification supplied by the Customer；

5.7.4 the Customer alters or repairs such Goods without the written consent of ASG or the Manufacturer；

5.7.5 the defect arises as a result of fair wear and tear （including discoloration or fading over time, sun exposure, oxidation, use and maintenance）, wilful damage, negligence, or abnormal storage or working conditions；

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

5.7.7 the defects arise after the Goods are collected； or

5.7.8 Defect caused by logistics.

5.8 Except as provided in this clause 5, ASG and the Manufacturer shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.3.

5.9 The Customer acknowledges that some Goods may （in whole or in part） be handmade, and so may vary from the Specification or between themselves in dimension, weight, texture, colour and process, or non-permanent marks due to packaging, transportation and storage, yet without affection the using function, the Customer agrees that such variations are an inherent and unavoidable consequence of their nature, are not a breach of the warranty set out in clause 5.3, and shall not give rise to any right of compensation or any right to cancel an Order.

5.10 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and any other terms, conditions, warranties, representations, or undertakings implied by law, custom or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

5.11 These Conditions shall apply to any repaired or replacement Goods supplied by the Manufacturer.

6 Title and risk   

6.1 The risk in the Goods shall pass to the Customer on completion of collection.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1 ASG receiving payment in full （in cash or cleared funds） for the Goods and Logistics and any other goods or logistics services that ASG （as agent） has supplied to or procured for the Customer, in which case title to the Goods shall pass at the time of payment of all such sums； and

6.2.2 the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

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 the Manufacturer’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 from the date of delivery；

6.3.4 notify ASG immediately if it becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4; and

6.3.5 give ASG and the Manufacturer such information as ASG and the Manufacturer may reasonably require from time to time relating to:

6.3.5.1 the Goods； and   

6.3.5.2 the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business （but not otherwise） before ASG receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 it does so as principal and not as ASG’s or the Manufacturer’s agent； and

6.4.2 title to the Goods shall pass from the Manufacturer to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, ASG may （on behalf of the Manufacturer）:

6.5.1（where the Goods remain in the possession of a third party） direct such third party not to release the Goods to the Customer （without any liability on the part of ASG in relation to any delay or failure caused by such；

6.5.2 by notice in writing, terminate the Customer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business； and

6.5.3 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7 Price and payment

7.1 The price of the Goods and Logistics shall be the price set out in the Order, or, if no price is quoted, the price set out in ASG's published price list in force as at the date of delivery. All prices for Goods are on an “FOB China” basis as set out above unless otherwise agreed in writing.

7.2 The ASG may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and Logistics （or any other sums payable under the Contract） to reflect any increase in cost that is due to:

7.2.1any factor beyond ASG's  （including costs related to government regulations or requirements, foreign exchange fluctuations, increases in taxes, duties or tariffs, and increases in transportation, insurance, labour, materials and other manufacturing costs；

7.2.2 any request by the Customer to change the delivery date（s）, quantities or types of Goods ordered, or the Specification； or

7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give ASG adequate or accurate information, assistance and instructions.

7.3 Any price increase under clause 7.2 shall be paid by the Customer within 3 days of receipt of ASG’s invoice.
7.4The sums payable under the Contract:
7.4.1exclude amounts in respect of value added tax （VAT）, which （if applicable） the Customer shall additionally be liable to pay to ASG （or, as applicable, directly to the relevant tax authority） at the prevailing rate； and
7.4.2exclude the costs and charges of any taxes, duties, tariffs, packaging, insurance and transport of the Goods （save as set out in the Order or otherwise explicitly agreed in writing by ASG）, which shall be invoiced to the Customer where applicable.
7.5The Customer shall pay （subject to clause 7.10）:
7.5.130% of the total price of the Contract within 3 days following acceptance of the Order （as calculated by ASG and notified to the Customer at such time； and
7.5.2the balance of the total price of the Contract prior to collection of the Goods from the Manufacturer’s place of business （without prejudice to any obligations regarding further payments required under the Contract）.
7.6The Customer shall pay each invoice submitted by ASG in the currency set out in the invoice in full and in cleared funds （and the Customer shall be responsible for any bank charges resulting from such payments） to a bank account nominated in writing by ASG by the time set out above （or, for any other sums due, within 30 days of the date of ASG’s invoice）, and time for payment shall be of the essence of the Contract.
7.7If the Customer fails to make a payment in full due to ASG under the Contract by the due date, then, without limiting ASG's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.8 will accrue each day at the rate set out in the Late Payment of Commercial Debts （Interest） Act 1998.  Any late payments up to 7 days will be deemed as the customer cancel (if happens on deposit) or abandons (if happens on balance) of the order, will subject to clause 2.5
7.8Without limiting its other rights or remedies, if the Customer breaches the Contract or becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or ASG reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment:
7.8.1ASG may amend or cancel any credit terms agreed with the Customer, and/or suspend provision of the Goods or Logistics under the Contract or any other contract with the Customer； and
7.8.2ASG may require a payment guarantee in a form acceptable to ASG or full payment of the price of the Goods and Services earlier than as set out in clause 7.5 （and failure to comply with such requirements by the Customer shall entitle ASG to terminate or suspend the Contract）.
7.9All 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, in which case the Customer shall increase the total sums paid by it so as to ensure that ASG receives the sums which would have been paid but for such withholding or deduction）.
8   Liability   
8.1The restrictions 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. The Customer is responsible for making its own arrangements for the insurance of any loss which is excluded or limited under this clause 8, and acknowledges that these exclusions and limitations are reasonable in the circumstances due to the nature and terms of the Contract and the availability to the Customer of insurance protection and other resources to protect it from such risks. This clause 8 shall survive termination of the Contract.
8.2Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, and defective products under the Consumer Protection Act 1987.
8.3The Customer shall indemnify ASG against all liabilities, costs, expenses, damages and losses （including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses, warehousing costs, fines, logistics and handling costs, resale losses, return shipment costs, and the cost of destruction of goods） suffered or incurred by ASG in connection with for any failure by the Customer to comply with the Contract, including any failure to take delivery of the Goods.
8.4Subject to clause 8.2, the Customer shall indemnify ASG against any liability incurred by ASG in discharging its obligations under this Contract as agent on behalf of the Customer, except to the extent that the liability arises as a result of the negligence of or breach of the Contract by ASG. This clause 8.3 shall survive termination of the Contract.
8.5Subject to clause 8.2, ASG's total liability to the Customer shall not exceed the commission retained by ASG in respect of the sums paid by the Customer in relation to the Goods and Logistics, and ASG shall have no liability in respect of the Goods or the Logistics.
8.6Subject to clause 8.2, the following types of loss are wholly excluded:
8.6.1losses resulting from use of the Goods in a non-residential environment （save as expressly agreed in writing by ASG；
8.6.2losses resulting from the acts or omissions of third parties；
8.6.3losses resulting from any failure of or delay in a banking system；
8.6.4loss of profits；
8.6.5loss of sales or business；
8.6.6loss of agreements or contracts；
8.6.7loss of anticipated savings；
8.6.8loss of use or corruption of software, data or information （and the Customer accepts the risk that the security of any electronic communications cannot be guaranteed；
8.6.9loss of or damage to goodwill and/or reputation； and
8.6.10indirect or consequential loss.
8.7Where ASG holds any funds on behalf of a Customer and ASG’s bank fails, such bank will be liable to the Customer directly for any money that ASG was holding on the Customer’s behalf and ASG do not accept any liability for any loss that the Customer may incur directly or indirectly as a result of any such bank failure.
8.8The Customer shall comply in full with, and provide all information, assistance and co-operation as ASG requires in relation to the Intellectual Property Complaints Procedure set out in the asgtrading.co.uk Terms of Use （in relation to any claim in relation to such Specification brought by a third party or the Customer；
8.9This clause 8 shall survive termination of the Contract.
9   Termination 
9.1Without limiting its other rights or remedies, ASG may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1the Customer commits a breach of any term of the Contract（if such a breach is remediable）fails to remedy that breach within 5 days of the Customer being notified in writing to do so；
9.1.2the 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）, obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction；
9.1.3the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business； or
9.1.4the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2Without limiting its other rights or remedies, ASG may suspend provision of the Goods or Logistics under the Contract or any other contract between the Customer and ASG if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or ASG reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3Without limiting its other rights or remedies, ASG may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4On termination of the Contract for any reason the Customer shall not be entitled to any refund （other than under the process set out at clause 5.4） and the Customer shall immediately pay to ASG all of ASG's outstanding unpaid invoices and interest and, in respect of Goods or Logistics supplied or ordered but for which no invoice has been submitted, ASG shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10Notices 
10.1Any notice or other communication given to ASG or the Customer by each other under or in connection with the Contract or order shall be in writing and shall be:
10.1.1delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office （for ASG） or the address set out in the Order （for the Customer； or
10.1.2sent by email to the address specified in the Order.
10.2Any notice sent to ASG must be copied to echo@asgtrading.co.uk, but sending a notice to such email address shall not effect deemed service under clause 10.3.
10.3Any notice or communication shall be deemed to have been received:
10.3.1if delivered by hand, at the time the notice is left at the proper address；
10.3.2if 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； or
10.3.3if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.3.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
10.4This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11   General 
11.1ASG may at any time assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of ASG.
11.2The Customer undertakes that it shall not at any time use ASG or the Manufacturer’s confidential information （which shall include any information which could reasonably considered confidential or is designated by them as confidential, concerning their business, affairs, customers, clients or suppliers） for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract, and shall not disclose to any person the Manufacturer or ASG’s confidential information except:
11.2.1to its employees, officers, representatives, contractors, subcontractors 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. The Customer shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
11.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3The Contract constitutes the entire agreement between ASG, the Manufacturer and the Customer and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty （whether made innocently or negligently） that is not set out in the Contract. The Customer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4ASG shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if ASG is prevented, delayed or hindered in its compliance with such obligations in whole or in part by a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, and ASG and the Customer shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of such circumstances and to facilitate the continued performance of the Contract.
11.5No variation of the Contract shall be effective unless it is in writing and signed by the parties （or their authorised representatives）. ASG may update these Conditions from time to time by updating the relevant page on ASG’s website or otherwise notifying customers, and such updated Conditions shall apply to all 
11.6No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.7If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8Unless it states otherwise, 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. The rights of ASG to rescind or vary the Contract are not subject to the consent of any other person.
11.9The 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.
11.10Each 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.