1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: 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: these terms and conditions as amended from time to time in
accordance with clause 15.8;
Contract: the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions;
Customer: the person or firm who purchases the Goods and/or Services from the
Deliverables: the deliverables set out in the Order;
Delivery Location: has the meaning set out in clause 4.2;
Force Majeure Event: has the meaning given to it in clause 15.1(a);
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, that is agreed in writing by the Customer and the Supplier;
Intellectual Property Rights: 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: the Customer’s order for the supply of Goods and/or Services, as set out in
the Customer’s written acceptance of the Supplier’s quotation;
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 by the Supplier to the Customer;
Supplier: Raycom Ltd registered in England and Wales with company number
Supplier Materials: has the meaning set out in clause 8.1(g).
1.2 Construction. In these Conditions, the following rules apply :
1.2.1 a person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors
or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such
statute or statutory provision as amended or re-enacted. A reference to
a statute or statutory provision includes any subordinate legislation
made under that statute or statutory provision, as amended or re-
1.2.4 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; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services
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 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.
2.4 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.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2.6 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.
2.7 All of these Conditions shall apply to the supply of both Goods and Services except
where application to one or the other is specified.
3.1 The Goods are described in the Supplier’s catalogue or by any applicable Goods
3.2 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 and other reasonable professional costs and expenses) suffered
or incurred by the Supplier 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 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification if required by any
applicable statutory or regulatory requirements.
4. DELIVERY OF GOODS
4.1 The Supplier shall ensure that:
4.1.1 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
4.1.2 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.
4.2 The Supplier shall arrange for delivery of 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.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery
4.4 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 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.
4.5 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 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.
4.6 If the Customer fails to accept or take delivery of the Goods within 5 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:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00
am on the fifth Business Day following the day on which the Supplier
notified the Customer that the Goods were ready; and
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge
the Customer for all related costs and expenses (including insurance).
4.7 If 20 Business Days after the Supplier notified the Customer that the Goods were
ready for delivery the Customer has not accepted or taken 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.
4.8 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
5. QUALITY OF GOODS
5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date
of delivery (Warranty Period),] the Goods shall:
5.1.1 conform in all material respects with their description and the Goods
5.1.2 be free from material defects in design, material and workmanship;
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act
5.1.4 be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if the Customer gives notice in writing during the Warranty
Period and within a reasonable time of discovery that some or all of the Goods do
not comply with the warranty set out in clause 5.1 the Supplier shall, at its option,
repair or replace the defective Goods, or refund the price of the defective Goods in
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in
clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a notice
in accordance with clause 5.2;
5.3.2 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
5.3.3 the defect arises as a result of the Supplier following any drawing,
design or Goods Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of
5.3.5 the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions;
5.3.6 the Goods differ from the Goods Specification as a result of changes
made to ensure they comply with applicable statutory or regulatory
5.4 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
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods
supplied by the Supplier under clause 5.2.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier has received
payment in full (in cash or cleared funds) for:
6.2.1 the Goods; and
6.2.2 any other goods that the Supplier has supplied to the Customer in
respect of which payment has become due.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on a fiduciary basis as the Supplier’s bailee;
6.3.2 store the Goods separately from all other goods held by the Customer
so that they remain readily identifiable as the Supplier’s property;
6.3.3 not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
6.3.4 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
6.3.5 notify the Supplier immediately if it becomes subject to any of the events
listed in clause 13.1.2 to clause 13.1.12; and
6.3.6 give the Supplier such information relating to the Goods as the Supplier
may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject
to any of the events listed in clause 13.1.2 to clause 13.1.12, 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 other 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 any
premises of the Customer or of any third party where the Goods are stored in order
to recover them.
7. SUPPLY OF SERVICES
7.1 The Supplier shall provide the Services to the Customer in accordance with the
Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates
for the Services specified, but any such dates shall be estimates only and time shall
not be of the essence for the performance of the Services.
7.3 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 notify
the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
8. CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and (if submitted by the Customer)
the Goods Specification are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and
subcontractors, with access to the Customer’s premises, office
accommodation and other facilities as reasonably required by the
Supplier to provide the Services;
8.1.4 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;
8.1.5 if necessary, prepare the Customer’s premises for the supply of the
8.1.6 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; and
8.1.7 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 Supplier’s
written instructions or authorisation.
8.2 If the Supplier’s 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):
8.2.1 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 Supplier’s performance of any
of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the Supplier’s
failure or delay to perform any of its obligations as set out in this clause
8.2.3 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.
9. CHARGES AND PAYMENT
9.1 The price for Goods 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 delivery. The
price of the Goods is exclusive of all costs and charges of packaging, insurance,
transport of the Goods.
9.2 The charges for Services shall be on a time and materials basis:
9.2.1 the charges shall be calculated in accordance with the Supplier’s
standard daily fee rates;
9.2.2 the Supplier’s standard daily fee rates for each individual person are
calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm
worked on Business Days;
9.2.3 the Supplier shall be entitled to charge an overtime rate for any time
worked by individuals whom it engages on the Services outside the
hours referred to in clause 9.2.2; and
9.2.4 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
9.3 The Supplier reserves the right to:
9.3.1 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 before the proposed date of the increase. If such
increase is not acceptable to the Customer, it shall notify the Supplier in
writing forthwith and the Supplier shall have the right, without limiting its
other rights or remedies, to terminate the Contract by giving not less
than four written notice to the Customer; and
9.3.2 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:
(a) 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);
(b) any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered, or the Goods Specification;
(c) 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.
9.4 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 on monthly in arrears.
9.5 The Customer shall pay each invoice submitted by the Supplier:
9.5.1 within 30 days of the date of the invoice; and
9.5.2 in full and in cleared funds to a bank account nominated in writing by the
time for payment shall be of the essence of the Contract.
9.6 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.
9.7 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 3 per cent per annum above the then current Lloyds
TSB banks’ base rate accruing on a daily basis from the Due Date until the date of
actual payment of the overdue amount, whether before or after judgment, and
9.8 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.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services
shall be owned by the Supplier.
10.2 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 license such rights to the Customer.
10.3 All Supplier Materials are the exclusive property of the Supplier.
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 11 shall survive termination of
12. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY
DRAWN TO THIS CLAUSE
12.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of
its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession);
12.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979
(title and quiet possession); or
12.1.5 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 the Supplier shall under no circumstances whatever be liable to the
Customer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, or any indirect or
consequential loss arising under or in connection with the Contract ; and
12.2.2 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 in no
circumstances exceed £25,000.00.
12.3 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.
12.4 This clause 12 shall survive termination of the Contract.
13.1 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:
13.1.1 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 10 Business Days after receipt of notice in writing of the breach;
13.1.2 the other party suspends, or threatens to suspend, payment of its debts
or is unable to pay its debts as they fall due or 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 an
individual) 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;
13.1.3 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 other than (where a company) for the sole purpose of a
scheme for a solvent amalgamation of that other party with one or more
other companies or the solvent reconstruction of that other party;
13.1.4 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 the other party (being a
company) other than for the sole purpose of a scheme for a solvent
amalgamation of the other party with one or more other companies or
the solvent reconstruction of that other party;
13.1.5 the other party (being an individual) is the subject of a bankruptcy
petition or order;
13.1.6 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 or sued against, the whole or any part
of its assets and such attachment or process is not discharged within 10
13.1.7 an application is made to court, or an order is made, for the appointment
of an administrator or if a notice of intention to appoint an administrator
is given or if an administrator is appointed over the other party (being a
13.1.8 a floating charge holder over the assets of the other party (being a
company) has become entitled to appoint or has appointed an
13.1.9 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;
13.1.10 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 13.1.2 to clause 13.1.9
13.1.11 the other party suspends, threatens to suspend, ceases or threatens to
cease to carry on, all or substantially the whole of its business; or
13.1.12 the other 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.
13.2 Without limiting its other rights or remedies, the Supplier may terminate the
13.2.1 by giving the Customer one months’ written notice;
13.2.2 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.
13.3 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 the Supplier if:
13.3.1 the Customer fails to make pay any amount due under this Contract on
the due date for payment; or
13.3.2 the Customer becomes subject to any of the events listed in clause
13.1.2 to clause 13.1.12, or the Supplier reasonably believes that the
Customer is about to become subject to any of them.
14. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
14.1.1 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;
14.1.2 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 safe keeping and will not use them for any
purpose not connected with this Contract;
14.1.3 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
14.1.4 clauses which expressly or by implication have effect after termination
shall continue in full force and effect.
15.1 Force majeure:
15.1.1 For the purposes of this Contract, Force Majeure Event means an
event beyond the reasonable control of the Supplier including but not
limited to strikes, lock-outs or other industrial disputes (whether involving
the workforce of the party 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.
15.1.2 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.
15.1.3 If the Force Majeure Event prevents the Supplier from providing any of
the Services and/or Goods for more than four 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.
15.2 Assignment and subcontracting:
15.2.1 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 any or all of its
obligations under the Contract to any third party.
15.2.2 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.
15.3.1 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 prepaid 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 party’s main fax number.
15.3.2 Any notice or other communication shall be deemed to have been duly
received if delivered personally, when left at such addressor, 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.
15.3.3 This clause 15.3 shall not apply to the service of any proceedings or
other documents in any legal action. For the purposes of this clause,
“writing” shall not include e-mails and for the avoidance of doubt notice
given under this Contract shall not be validly served if sent by e-mail.
15.4 Waiver and cumulative remedies:
15.4.1 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.
15.4.2 Unless specifically provided otherwise, rights arising under the Contract
are cumulative and to not exclude rights provided by law.
15.5.1 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, to the extent required, be deemed
deleted, and the validity and enforceability of the other provisions of the
Contract shall not be affected.
15.5.2 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.
15.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to,
constitute a partnership or joint venture of 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.
15.7 Third parties: A person who is not a party to the Contract shall not have any rights
under or in connection with it.
15.8 Variation: Except as set out in these Conditions, any variation, including the
introduction of any additional terms and conditions, to the Contract shall only be
binding when agreed in writing and signed by the Supplier.
15.9 Governing law and jurisdiction: 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.