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Purchase Terms and Conditions

ACCENT OFFICE INTERIORS LTD. – PURCHASE TERMS AND CONDITIONS

  1. Interpretation

    1. The following definitions and rules of interpretation apply in this agreement.
  1. Definitions:

    1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.Commencement Date: has the meaning given in clause 2.2.Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.Control: shall be defined as in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.Customer: Accent Office Interiors Ltd. incorporated and registered in England and Wales with registered number 09708716 whose registered office is at Infinity House, 11 Commerce Way, Leighton Buzzard, Bedfordshire, United Kingdom, LU7 4RW.Customer Materials: has the meaning set out in clause 5.3(j).Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).Goods: the goods (or any part of them) set out in the Order.Goods Specification: any specification for the Goods, including any related plans and drawings, which are agreed in writing (including by email) by the Customer and the Supplier.Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all 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: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or in the Customer’s written acceptance (including by email) of the Supplier’s quotation, or overleaf, as the case may be.

      Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

      Service Specification: the description or specification for Services agreed in writing (including by email) by the Customer and the Supplier.

      Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.

    2. Interpretation:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its successors and permitted assigns.
      3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      4. 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.
      5. A reference to writing or written includes fax but not email (except where expressly provided).
  2. Basis of contract

    1. The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
    2. The Order shall be deemed to be accepted on the earlier of:
      1. the Supplier issuing written acceptance of the Order; or
      2. any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (Commencement Date).
    3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    4. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
  3. Supply of Goods

    1. The Supplier shall ensure that the Goods shall:
      1. correspond with their description and any applicable Goods Specification;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
      3. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
      4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods
    2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
    3. The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
    4. If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
    5. The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
  4. Delivery of Goods

    1. The Supplier shall ensure that:
      1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
      2. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      3. it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
    2. The Supplier shall deliver the Goods:
      1. on the date specified in the Order or as instructed in writing (including by email) by the Customer or, if no date is specified or instructed, then within 28 days of the date of the Order;
      2. to such location as is set out in the Order or as instructed by the Customer before delivery or, if no location is provided, the Customer’s premises at Infinity House, 11 Commerce Way, Leighton Buzzard, Bedfordshire, United Kingdom, LU7 4RW (Delivery Location); and
      3. during the Customer’s normal hours of business on a Business Day, or as instructed by the Customer.
    3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    4. The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 1.
    5. Title and risk in the Goods shall pass to the Customer on completion of delivery.
  5. Supply of Services

    1. The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.
    2. The Supplier shall meet any performance dates for the Services that the Customer notifies to the Supplier and time is of the essence in relation to any of those performance dates.
    3. In providing the Services, the Supplier shall:
      1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
      2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
      4. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
      5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
      7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      8. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services and any policies provided by to the Supplier by the Customer;
      9. observe all health and safety rules and regulations and any other security requirements that apply at the location where the Services are provided;
      10. hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;
      11. not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and
      12. comply with any additional obligations as set out in the Service Specification.
  6. Customer remedies

    1. If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:
      1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
      2. to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      3. to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;
      4. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
      5. to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.
    2. If the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 2% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 4% of the total price of the Goods. If the Customer exercises its rights under this clause 2 it shall not be entitled to any of the remedies set out in clause 6.1(other than the remedy in clause 6.1(e)) in respect of the Goods’ late delivery.
    3. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:
      1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
      2. to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
      3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      5. to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
      6. to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to supply Goods in accordance with clause 1.
    4. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
    5. The Customer’s rights under the Contract are in addition to its rights and remedies implied by statute and common law.
  7. Charges and payment

    1. The price for the Goods:
      1. shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
      2. shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.
    2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
    3. In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
    4. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
    5. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then 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 6 will accrue each day at 2% a year above the Bank of England’s base rate from time to time.
    6. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
    7. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
  8. Intellectual property rights

    1. The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Services, Deliverables, designs and specifications.
    2. The Supplier shall obtain waivers of all moral rights in the products of, the Services, Deliverables, designs and specifications to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
    3. The Supplier shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to Customer in accordance with clause 1.
    4. All Customer Materials are the exclusive property of the Customer.
    5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any materials provided by the Customer to the Supplier for the term of the Contract for the exclusive purpose of providing the Services to the Customer.
    6. All Customer Materials are the exclusive property of the Customer.
  9. Indemnity

    1. The Supplier shall indemnify the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses (all calculated on a full indemnity basis)) suffered or incurred by the Customer arising out of or in connection with:
      1. any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Customer Materials);
      2. any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;
      3. any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services;
      4. failure to supply the Goods and/or Services in accordance with the terms of the Contract;
      5. any breach of the Contract by the Supplier; and/or
      6. any act or omission attributable to the Supplier.
    2. This clause 9 shall survive termination of the Contract.
  10. Insurance

    1. During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
  11. Confidentiality

    1. Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this clause 11; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
  12. Termination

    1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract:
      1. with immediate effect by giving written notice (including by email) to the Supplier if:
        1. there is a change of Control of the Supplier; or
        2. the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
        3. the Supplier commits a breach of clauses 3(b) 5.3(h), 5.3(g), 5.3(i), 5.3(k), 10 or 11.
      2. for convenience by giving the Supplier 3 months’ written notice.
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice (including by email) to the other party if:
      1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      2. the other party 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; or
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  13. Consequences of termination

    1. On termination of the Contract, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    2. Termination or expiry of the Contract shall not affect 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.
    3. Any 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.
  14. Force majeure

    1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for two weeks, the party not affected may terminate this agreement with immediate effect by giving written notice to the affected party.
  15. General

    1. Assignment and other dealings.
      1. The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      2. The Supplier shall not assign, transfer, mortgage, charge, subcontract, 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 the Customer, such consent to be at the Customer’s absolute discretion.
    2. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number.
      2. A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 sent by fax, at 9.00 am on the next Business Day after transmission.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    3. 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. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    6. 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.
    7. Third party rights.
      1. Unless it expressly 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.
      2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
    8. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
    9. Governing law. 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.
    10. Jurisdiction. 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.

Supply Terms and Conditions

  1. Interpretation

    The following definitions and rules of interpretation apply in this agreement.

  2. Definitions

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

    Commencement Date: has the meaning given in clause 2.2.

    Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8.

    Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

    Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

    Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

    Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

    Delivery Location: unless otherwise agreed in writing (including by email), the Customer’s usual place of business.

    Force Majeure Event: has the meaning given to it in clause 16.

    Goods: the goods (or any part of them) set out in the Order.

    Goods Specification: any specification for the Goods, including any relevant plans or drawings which are agreed in writing by the Customer and the Supplier.

    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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, rights in computer software, 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 all 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: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

    Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

    Service Specification: the description or specification for the Services provided in writing (including by email) by the Supplier to the Customer.

    Supplier: Accent Office Interiors Ltd. incorporated and registered in England and Wales with registered number 09708716 whose registered office is at Infinity House, 11 Commerce Way, Leighton Buzzard, Bedfordshire, United Kingdom, LU7 4RW.

    Supplier Materials: has the meaning given in clause 8.1(i).

    1. Interpretation:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its successors and permitted assigns.
      3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      4. 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.
      5. A reference to writing or written includes fax but not email, (except where expressly provided).
  3. Basis of Contract

    1. The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
    3. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    4. 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.
    5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 60 days from its date of issue unless withdrawn earlier.
    6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
  4.  Goods

    1. The Goods are described in the Goods Specification or the Supplier’s catalogue (as may be modified by any applicable Goods Specification) as the case may be.
    2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 costs and all other professional costs and expenses (all calculated on a full indemnity basis)) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 2 shall survive termination of the Contract.
    3. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement or good industry practice, and the Supplier shall notify the Customer in any such event.
  5. Delivery of Goods

    1. The Supplier shall ensure that:
      1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the contract number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      2. it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
    2. The Supplier shall deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.
    3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
    4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or by the Customer, including (without limitation) the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or by the Customer, including (without limitation) the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
    6. If the Customer fails to accept delivery of the Goods within two Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00am on the second Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
      2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    7. If ten Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    8. If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
    9. The Supplier 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.
  6. Quality of Goods

    1. The Supplier warrants that on delivery the Goods shall:
      1. conform in all material respects with the Goods Specification;
      2. be free from material defects in design, material and workmanship;
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. be fit for any purpose expressly agreed by the Supplier and the Customer in writing (including by email).
    2. The Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
      1. the Customer gives notice in writing within 14 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 1;
      2. the Supplier is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
    3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 1 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 2;
      2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
      3. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
      4. the Customer alters or repairs such Goods without the written consent of the Supplier;
      5. the Goods are not kept or operated in a suitable environment or are used outside the purposes for which they are designed;
      6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      7. the Goods differ from their description or the Goods Specification (as applicable) as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
    4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
    5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  7. Title and Risk

    1. The risk in the Goods shall pass to the Customer on completion of delivery.
    2. Title to the Goods shall not pass to the Customer until the earlier of:
      1. the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
      2. the Customer resells the Goods if permitted to do so in writing (including by email), by the Supplier, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
    3. Until title to the Goods has passed to the Customer, the Customer shall:
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
      4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 2(b)to clause 14.2(d);and
      5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    4. Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business if permitted to do so in writing, (including by email) by the Supplier (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. it does so as principal and not as the Supplier’s agent; and
      2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
    5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 2(b) to clause 14.2(d), then, without limiting any other right or remedy the Supplier may have:
      1. the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
      2. the Supplier may at any time:
      3. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
      4. 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.
  8. Supply of Service
    1. The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
    2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order or as otherwise agreed by the parties in writing but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    3. The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
  9. Customer’s obligations

    1. The Customer shall:
      1. ensure that the terms of the Order are complete and accurate;
      2. prepare the Customer’s premises for the supply of Goods and/or Services and facilitate delivery of the Goods and/or Services by providing, at its own expense, all requisite materials, facilities, utilities, access and suitable working conditions to enable the supply of the Goods and/or Services to be carried out safely and expeditiously;
      3. co-operate with the Supplier in all matters relating to the supply of the Goods and/or Services;
      4. provide a working environment that complies with all relevant safety legislation, regulations and guidance and inform the Supplier in writing before the commencement of any Services of any safety requirements and potential risks in and around the installation area;
      5. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
      6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      7. keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
      8. comply with any additional obligations as set out in the Service Specification and/or the Goods Specification.
    2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2;
      3. the Customer shall reimburse the Supplier on written demand for any and all costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default; and
      4. if the Supplier (or its employees, subcontractors etc.) is not provided access to the premises at which the Services are to be performed on any date when they are due to be performed, then the Supplier shall be entitled to raise additional charges at a rate of £60 per hour per person until work can commence or £480 per day if a site visit is fully aborted plus any and all reasonable costs and expenses incurred including, without limitation, travel and accommodation until such a time that the Customer informs the Supplier that the site is accessible.
  10. Deposit

    1. The Supplier may, at any time and in respect of any Order, require the Customer to pay a deposit as security for payment of future invoices or any other amounts that may become payable by the Customer to the Supplier under or in connection with this Contract. If the Customer fails to pay such a deposit the Supplier has a right to suspend provision of the Services.
    2. If the parties agree that a deposit shall be payable by the Customer to the Supplier, the Supplier shall be entitled to apply the deposit against any amount payable by the Customer under or in connection with the Contact. The Customer shall reinstate the full deposit amount by paying to the Supplier any sums deducted from the deposit within 7 days of a demand for the same. The payment, receipt and application of any deposit is without prejudice to any rights, remedies or claims the Supplier may have against the Customer under or in connection with the Contract. The balance of the deposit shall be offset against the final payment due by the Customer to the Supplier in respect of the corresponding Order.
  11. Charges and payment

    1. The price for Goods:
      1. shall be the price set out in the Order, or if no price is quoted the price set out in the Supplier’s published price list as at the date of the Order;
      2. shall, unless otherwise agreed in writing, be exclusive of all costs and charges of packaging, insurance, transport of the Goods which may be invoiced to the Customer if applicable; and
    2. The price for the Services:
      1. shall be the price set out in the Order, or if no price is quoted the price set out in the Supplier’s published list as at the date of the Order or where there is none applicable to the Services in question, the price calculated on a time and material basis at the Supplier’s then current rates; and
      2. in addition, the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
    3. The Supplier reserves the right to:increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery of the Goods and/or Services (as applicable), to reflect any increase in the cost of the supply of the Goods and/or Services that is due to:
      1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the Goods Specification and/or Service Specification; or
      3. any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods and/or Services.
    4. In respect of the Goods and/or the Services, the Supplier reserves the right to invoice the Customer at any time during or after the Contract term and shall be entitled to raise interim and/or abortive invoices where relevant.
    5. The Customer shall pay each invoice submitted by the Supplier:
      1. within 14 days of the date of the invoice (or as otherwise stated in the relevant invoice); and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier (including by email), and
      3. time for payment shall be of the essence of the Contract.
    6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
    7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 14 (Termination), 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 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    8. 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).
  12. Intellectual property rights

    1. All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
    2. The Customer shall (at its own expense) promptly execute all such documents and perform all such acts as may reasonably be required for the purpose of giving full effect to this clause 11.
    3. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
    4. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause3.
    5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
  13. Confidentiality

    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
  14. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

    1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
      4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
      5. defective products under the Consumer Protection Act 1987.
    2. Subject to clause 1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. any indirect or consequential loss.
    3. Subject to clause 1 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the aggregate price of the Goods and Services.
    4. In the event that the limitation on liability set out in clause 3 is found by any court, tribunal or administrative body of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable then subject to clause 13.1, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract shall in no circumstances exceed an amount equal to 150% of the aggregate price of the Goods and Services.
    5. In the event that the limitations on liability set out in clauses 3 and 13.4 are found by any court, tribunal or administrative body of competent jurisdiction to be illegal, invalid, void, voidable, unenforceable or unreasonable then subject to clause 13.1, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract shall be limited to the amount that the Supplier is able to recover from its insurers in respect of the losses claimed. Copies of the insurance policies held by the Supplier from time to time shall be provided to the Customer on written request.
    6. The Supplier shall not be liable for any advice it gives to the Customer, unless such advice is approved in writing by a director of the Supplier. Any advice approved by a director of the Supplier, shall always be subject to the limitations of liability in this clause 13.
    7. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    8. This clause 13 shall survive termination of the Contract.
  15. Termination

    1. Without affecting any other right or remedy available to it, and unless otherwise agreed in writing between the Supplier and the Customer, either party may terminate the Contract by giving the other party not less than 7 days’ written notice.
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
      2. the other party 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;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment;
      2. there is a change of control of the Customer;
      3. the Customer commits any breach of clause 8.
    4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 14.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  16. Consequences of termination

    1. On termination of the Contract:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. any payment due from the Customer in relation to clause 1(a) may be partly or wholly recovered from any deposit;
      3. the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of 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.
    3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
  17. Force majeure

    1. Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
  18. General

    1. Assignment and other dealings
      1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    2. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number.
      2. Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    3. 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. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract
    4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy. further exercise of that or any other right or remedy.
    5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    6. Entire agreement.
      1. 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.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
      3. Nothing in this clause shall limit or exclude any liability for fraud.
    7. Third parties 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.
    8. Variation. 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).
    9. Governing law. 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.
    10.  Jurisdiction. 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.