1. INTERPRETATION

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

Supplier.

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

7235496;

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-

enacted;

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. GOODS

3.1 The Goods are described in the Supplier’s catalogue or by any applicable Goods

Specification.

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

Location.

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

other instalment.

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

Specification;

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

1979); and

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

full.

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

practice;

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

the Supplier;

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

standards.

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

clause 5.1.

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

of delivery;

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

Services;

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; and

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

materials.

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;

or

(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

Supplier, and

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

compounding quarterly.

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.

11. CONFIDENTIALITY

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

the Contract.

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. TERMINATION

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

Business Days;

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

company);

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

administrative receiver;

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

(inclusive);

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

Contract:

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. GENERAL

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 Notices:

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 Severance:

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.

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