Terms & Conditions Of Sale
ENTEC are a leading specialist contractor who supply and fit a wide range of automatic door operators, complete entrance packages and shop fronts into the retail, health, commercial, local authority and industrial market sectors.
Terms & Conditions Of Sale
Unit 13 Tims Boatyard Timsway Staines Middlesex TW18 3JY Tel: 01784 455152 Fax: 01784 457993 email@example.com www.entecaccess.co.uk Registered Office: The Dairy House, Moneyrow Green, Holyport, Maidenhead, Berkshire, SL6 2ND Directors: Mr Alexander Barclay, Mr Kevin Treharne Company Secretary: Mrs Mandy Barclay-Hicks Registered in England and Wales No: 5826911 ENTEC ACCESS SYSTEMS LIMITED TERMS AND CONDITIONS OF SALE Please Note: The Customer’s attention is particularly drawn to the provisions of clause 11.
1. DEFINITIONS AND INTERPRETATION
1.1. The definitions and rules of interpretation in this clause apply in these conditions. “Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business. “Commencement Date” has the meaning set out in clause 2.2. “Conditions” means these terms and conditions. “Contract” means the contract between the Supplier and the Customer for the supply of goods and/or Services in accordance with these conditions. “Customer” means the person, firm or company who purchases the Goods and/or services from the Supplier. “Deliverables” means the deliverables set out in the Specification. “Delivery Location” has the meaning set out in clause 3.2 “Force Majeure Event” has the meaning given to it in clause 14.1.1. “Goods” the goods (or any part of them) set out in the Order. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Order” means the Customer’s order for the supply of Good’s and/or Services, as set out in the Customer’s purchase order form. “Services” means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. “Specification” means in relation to Goods, any specification for the Good’s (including any relevant plans or drawings) that is produced by the Supplier and agreed in writing by the Customer), and in relation to the Services, the description or specification for Services provided by the Supplier to the Customer. “Supplier” means Entec Access Systems Limited (Company Number 5826911). Whose registered address is at: The Dairy House, Moneyrow Green, Holyport, Maidenhead, Berkshire, SL6 2ND. “Supplier Materials” has the meaning set out in clause 7.1.7. person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
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 or permitted assigns.
1.4. Any reference in these Conditions to a statue or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time,
1.5. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.6. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.7. Any reference in these Conditions to the singular shall include the plural and vice versa and any reference to one gender shall include all genders.
1.8. A reference to writing or written includes faxes and emails.
2. BASIS OF THE SALE
2.1. The order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2. 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 the existence (Commencement Date).
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations contained in the Suppliers 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 any other contract between the Supplier and the Customer for the supply of Goods and/or Services.
2.4. These Conditions apply to the Contracts to the exclusion of any terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.6. 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.
3.1. The Supplier shall ensure that:
3.1.1. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, 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 3.1.2. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. 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.
3.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
3.3. Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location.
3.4. Any dates quoted for delivery of the Goods are approximate only, and the time of the 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 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.
3.5. 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, the Customers failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
3.6. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered.
3.7. 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.
4.1. The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
4.1.1. Conform in all material respects with their description and any applicable Specification;
4.1.2. Be free from material defects in design, material and workmanship;
4.1.3. Be satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4.1.4. be fit for any purpose specified by the Supplier.
4.2. Subject to clause 4.3, if:
4.2.1. The Customer gives notice in writing during the Warranty Period that some or all of the Goods do not comply with the warranty set out in clause 4.1;
4.2.2. The Supplier is given a reasonable opportunity of examining such Goods; and
4.2.3. the customer (if asked to do so by the Supplier) returns such Goods to the Suppliers place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 4.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if:
4.3.1. The Customer makes any further use of such Goods after giving a notice of accordance with clause 4.2;
4.3.2. The defect arises because the Customer failed to follow the Supplier’s oral or written instructions as the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
4.3.3. The defect arises as a result of the Supplier following any drawing, design or specification supplied by the customer;
4.3.4. The customer alters or repairs such Goods without the written consent of the Supplier; or
4.3.5. The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working condition 4.4. Except as provided in clause 4, the supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
4.5. The term of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.2 5.
TITLE AND RISK
5.1. The risk in the Goods shall pass to the Customer on completion of delivery.
5.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
5.2.1. the Goods; and
5.2.2. any other goods that the Supplier has supplied to the Customer.
5.3. Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1. Hold the Goods on a fiduciary basis as the Supplier’s bailee;
5.3.2. Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
5.3.3. Not remove, deface or obscure any identifying mark or packaging on or relating Goods;
5.3.4. 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;
5.3.5. Notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2 to 12.1.12; and
5.3.6. give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
5.4. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 12.1.2 to 12.1.12, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any another right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter the premises of the Customer or of any third party where the Goods are stored in order to recover them.
6. SUPPLY OF SERVICES
6.1. The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.
6.2. Supplier shall use all reasonable endeavours to meet any performance dates for the Services in the Suppliers written acceptance of the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall not notify the Customer in any such event. 6.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
7. CUSTOMERS OBLIGATIONS
7.1. Customer shall:
7.1.1. Ensure that the terms of the order and the information it provides in the specification are complete and accurate: 7.1.2. Co-operate with the supplier in all matters relating to the services;
7.1.3. Provide the supplier, its employees, agents, consultants and subcontractors, with unimpeded access to the Customer’s premises (and, for the avoidance of doubt, the areas or locations where the services are to be performed), office accommodation and other faculties as reasonably required by the Supplier to provide the Services;
7.1.4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
7.1.5. prepare the Customer’s premises for the supply of Services;
7.1.6. 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;
7.1.7. keep and maintain 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 Suppliers written instructions or authorisation;
7.1.8. Provide a switched fused illuminated 240V electrical supply (designated) to within 1 metre of where the Services are to be performed or as indicated on the Specification prior to the Suppliers arrival at the site where the Services are to be performed;
7.1.9. and where the door system is to be connected to a fire alarm system, inform the Supplier at least 7 days prior to the Suppliers arrival at the site where the Services are to be performed of such fact, and place the alarm interface within 1 metre of the doorway or as indicated on the Specification.
7.2. If the Suppliers performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default);
7.2.1. The Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Suppliers performance of any of its obligations;
7.2.2. The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Suppliers failure or delay to perform any of its obligations as set out in this clause 7.2; and
7.2.3. The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8. CHARGES AND PAYMENT
8.1. The price for Goods shall be the price set out in the Order, or if no prices quoted, the price set out in the Suppliers published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
8.2. Unless otherwise agreed by the Supplier in writing, the charges for the Services shall be on time and materials basis:
8.2.1. The charges shall be calculated in accordance with the Suppliers standard daily fee rates, as set out in the Suppliers written acceptance of the Order;
8.2.2. The Suppliers standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 7.00 am to 5.00 pm worked on Business Days;
8.2.3. The Supplier shall be entitled to charge an overtime rate in respect of the standard daily fee rate on a
18.104.22.168. pro-rata basis for each part day or any time worked by individuals whom it engages on the Services outside the hours referred to in clause 8.2.2. In particular, for any time worked after 5 pm but before 12pm on any day, including all day on a Saturday, this rate shall be 1.5 x the standard daily fee rate and for any time worked after midnight but before 7 am in any day, including all day on a Sunday, this rate shall be 2x the standard daily fee rate;
8.2.4. 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, but not limited to, 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. 8.3. The Supplier shall review its fee rates on an annual basis. The Supplier reserves the right to:
8.3.1. Increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 1 week of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminates the Contract by giving 1 weeks’ written notice to the Customer; and
8.3.2. Increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
22.214.171.124. 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):
126.96.36.199. any requests by the Customer to change the delivery date (s). Quantities or types of Goods ordered, or the Specification in respect of the Goods; or
188.8.131.52. Any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
8.4. In respect of 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 for payment prior to performance of the Services; or invoice the Customer in monthly intervals in arrears. For the avoidance of doubt, it shall be in the Supplier’s absolute discretion as to whether it invoices the Customer in advance or in monthly intervals in arrears.
8.5. The Customer shall pay each invoice submitted by the Supplier:
8.5.1. Within 30 days of the date of the invoice; and
8.5.2. In full and in cleared funds to a bank account nominated in writing by the Supplier, and Time for payment shall be of the essence of the contract.
8.6. All amounts of 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. 8.7. Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Bank of England’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement and compounding quarterly. 8.8. The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier
9.2. The Customer acknowledges that in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to licence such rights to the Customer.
9.2.1. All Supplier Materials are the exclusive property of the Supplier.
10.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.
11. LIMITATION OF LIABILITY: The Customer’s attention is particularly drawn to this clause.
11.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
11.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2. Fraud or fraudulent misrepresentation;
11.1.3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
11.1.4. Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.5. Defective products under the Consumer Protection Act 1987.
11.2. Subject to clause 11.1:
11.2.1. The Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and
11.2.2. 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 not exceed the Contract price.
11.3. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.4. This clause 11 shall survive termination of the Contract.
12.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1. The other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach;
12.1.2. The other party suspends or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
12.1.3. The other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors; or
12.1.4. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party; or
12.1.5. The other party (being an individual) is the subject of a bankruptcy petition or order:
12.1.6. An application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
12.1.7. A floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
12.1.8. A person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
12.1.9. A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on a sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
12.1.10. Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 12.1.2 to Clause 12.1.9 (inclusive); or
12.1.11. The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
12.1.12. The party (being an individual) dies, or by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract:
12.2.1. By giving the Customer 1 months’ written notice;
12.2.2. With immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.3. The Customer may terminate the Contract by giving the Supplier not less than 1 months’ written notice.
12.4. Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other Contract between the Customer and Supplier if:
12.4.1. The Customer fails to pay any amount due under this Contract on the due date for payment; or
12.4.2. The Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13. CONSEQUENCES OF TERMINATION
13.1. On termination of the Contract for any reason:
13.1.1. The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
13.1.2. The Customer shall return all of the Supplier Materials and any Deliverables 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 safekeeping and will not use them for any purpose not connected with this Contract;
13.1.3. The accrued rights and remedies of the parties as at termination shall not be affected, 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; and
13.1.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14.1. Force majeure:
14.1.1. For the purposes of this Contract, Force majeure Event means an event beyond the reasonable control of the Supplier including but not the limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the part or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.1.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.1.3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.2. Assignment and subcontracting;
14.2.1. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner or all of its obligations under the Contract to any third party.
14.2.2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.3.1. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other parties main fax number.
14.3.2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
14.3.3. This clause 14.3 shall not apply to the services of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include emails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
14.4. Waiver and cumulative remedies
14.4.1. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.4.2. Unless specifically provided or otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.5.1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, the extent required, be deemed deleted, and the validity and enforce ability of the other provision of the Contract shall not be affected.
14.5.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable
14.6. No partnership
14.6.1. Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership or joint venture or any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7. Third parties
14.7.1. A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8.1. Any variation, including the introduction of any addition terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
14.9. Governing law and jurisdiction
14.9.1. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
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