Interpretation

1. “Associated Company” means any company with significant commonality of ownership and/or members and/or officers and/or managerial and/or administrative personnel with the Buyer that has also accepted these Conditions;
2. “Business Day” any day other than a Saturday, Sunday, bank or public holiday in the UK and Ireland;
3. “Buyer” the person(s), firm or company acting in the course of business with whom the Seller has agreed to provide Goods in accordance with these Conditions;
4. “Conditions” the terms and conditions set out in this document as amended from time to time in accordance with sub-clause 3.3;
5. “Contract” the commercial contract between the Buyer and the Seller for the sale and/or supply of Goods by the Seller to the Buyer incorporating these conditions, any Seller’s Estimate and the Layout Plans;
6. “Delivery Address” means the Buyer’s address or the Project Site address to which the Goods are to be delivered as notified in writing to the Seller by the Buyer or if some other place for delivery is agreed by the Seller in writing
7. “Document” means anything in which information of any description is recorded and includes, inter alia, a document in writing, a map, plan, design, drawing, picture or other image, source code, transparencies, negatives, positives, prints, proofs, photographic, graphic design and illustration material or any record of any information in any form including electronic forms;
8. “Goods” means any goods to be supplied by the Seller to the Buyer under the contract as may be more particularly described in the Seller’s Estimate and/or the services to be performed in the supply thereof regardless of whether the goods are ultimately supplied and/or the bi-products of any service carried out by the Seller for the Buyer under the Contract and any Document, material or other information to be provided by the Seller to the Buyer pursuant to the Contract;
9. “Intellectual Property Rights” means any patent, copyright, registered or unregistered design right, database right, registered or unregistered trade mark, rights in relation to confidential information or any other intellectual property rights in any part of the world;
10. Layout Plans” means plans, drawings and/ or calculations provided by the Seller and any accompanying Document as approved by the Buyer;
11. “Order” means any request by the Buyer for the supply of Goods by the Seller;
12. “Price” means the price to be paid by the Buyer to the Seller for the provision of the Goods in accordance with clause 8(exclusive of VAT);
13. “Project Site” means the site and/or project for which the Goods are required;
14. “Seller” Construction Fixing Systems Limited, a company incorporated in England and Wales (Company Number 02567516) whose registered office is at Unit 2a Westfield Estate Henley Road, Medmenham, Marlow, Buckinghamshire, SL7 2TA;
15. “Seller’s Estimate” means a written estimate provided by the Seller in relation to the estimated Price (exclusive of VAT) for the Goods to be supplied to the Buyer under the Contract.
16. “Specification” shall mean any specification for the Goods, including any related plans and drawings, provided by the Buyer to the Seller.
17. “writing” and any similar expression, includes facsimile transmission, email and comparable means of communication;
18. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
19. A reference to a party includes its personal representatives, successors and permitted assigns.
20. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
21. Headings are for reference purposes only and shall not affect the construction or effect of these Conditions.

Application of conditions

Variation

1. These Conditions may only be varied by express agreement in writing signed by an authorised person on behalf of the Seller.
2. Any alterations, additions, or revisions to the Contract (including without limitation, any alterations or additions to the Layout Plans, the Seller’s Estimate, the Specification or meter girth), and provision of any samples, increase in the volume of Goods, change in the scope of work or times and dates for delivery/provision of Goods or other delivery arrangements, the addition of new Goods not included in the Seller’s Estimate or Layout Plans must be agreed in writing by the Seller and shall be subject to additional costs or charges.
3. The Seller may at any time make any changes and/or substitutions to the Goods and/or Specification and alterations, additions or revisions to the Contract which are necessary to comply with any applicable safety or other statutory or regulatory requirements, or which do not materially affect the nature or quality of the Goods. The Seller will endeavour to give Notice of the same to the Buyer within 7 days of the Seller becoming aware that such changes are necessary.

Description

1. The description of the Goods shall be as set out in the Seller’s catalogue (off the peg goods), website and/or Seller's Estimation, Layout Plans and/or Document provided that:
2. any dimensions given are approximate measures only and variations in size are possible;
3. any samples or description provided may not be identical to the Goods supplied.
4. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Seller’s use of the Specification. This Clause 4.4 shall survive termination of the Contract

Layout plans

1. Where the Goods are required as part of a masonry support system the Buyer shall provide to the Seller complete and accurate drawings and measurements etc. in relation to the Project Site at least 15 weeks before delivery of the goods is required at the site (unless otherwise agreed in writing by the Seller).
2. The Seller shall have no liability or responsibility for any other element of the design interacting with the Layout Plans. In particular the Seller is entitled to assume that any primary structure to which the Goods are to be fitted has been designed to take the subsequent loads applied by or supported by the Goods.
3. Layout Plans will be submitted by the Seller to the Buyer together with confirmation of a return date. By the return date the Buyer must review, analyse and approve the Layout Plans. The Buyer shall be responsible for ensuring that the Layout Plans are complete, accurate, fit and suitable for the support systems’ purposes and appropriate for the Project Site conditions and Specification (including without limitation in terms of dimensional accuracy, brick bond pattern and joint width and any negative impact on any other building elements). The Seller shall not be required to commence any other supply until it receives written approval of the Layout Plans from the Buyer or written instruction in accordance with this clause 5 below. Failure to respond by the indicated return date may result in delay in delivery.
4. The Seller shall accept no liability for losses and/or delays incurred as a result of the implementation of the approval procedure under this clause 5 and/or due to failure by the Buyer to provide complete and/or accurate Project Site information and/or to respond by the return date.
5. If the Buyer requires manufacture and/or delivery of the Goods before approval of the Layout Plans the Buyer must expressly instruct the Seller in writing to commence manufacture. Upon such written instruction being provided by the Buyer, the Seller shall not be liable for any loss, costs and/or expenses arising as a result of any further or subsequent alterations to the Layout Plans. The Buyer shall remain liable for the Price of any Goods manufactured and/or supplied and/or delivered pursuant to any written instruction given under this clause even in the event of further or subsequent alterations to the Layout Plans.
6. Approval and/or comment provided to the Seller in relation to the Layout Plans by the Buyer and/or its client and/or its sub-contractor (including but not limited to their architects and/or engineers) and/or their servants, agents, employees shall be deemed to constitute valid approval and/or comment of same by the Buyer.
7. Instructions to proceed with manufacture, notification of no comment, and requests for delivery shall be deemed to constitute approval of the Layout Plans by the Buyer and approval of any part of the Layout Plans shall be deemed approval of all of the Layout Plans (including without limitation any accompanying Document and final costings).

Delivery

1. Subject to these Conditions and to all accounts of the Buyer and/or any Associated Company, being paid up to date the Seller shall deliver the Goods to the Delivery Address.
2. Delivery is completed on arrival of the Goods at the Delivery Address. The Buyer is responsible for unloading the Goods from delivery vehicles. For the avoidance of doubt, all installation of the Goods is the responsibility of the Buyer.
3. If Goods are to be collected by the Buyer the Seller shall confirm the same in writing, stating the collection address and the Buyer shall collect the Goods by 12:00pm on the second working day after the Seller notifies the Buyer that the Goods are available for collection unless otherwise confirmed by the Seller in writing.
4. Delivery dates and times are approximate only and the Seller shall not be liable for any delay in delivery however caused and the Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract. The time for delivery is not of the essence. The Buyer cannot render the time for delivery of the essence by service of any notice.
5. Delivery costs are not included in the quotation or in any final costings and will be payable as an additional cost by the Buyer.
6. Any delivery restrictions whether due to the nature or location of the site or the route to the site or otherwise must be notified to the Seller prior to delivery (including without limitation any requirement for additional deliveries, specialist vehicles or cranes, loading facilities, and subject to clause 6.4 above requests for specific dates/ times for delivery); non-compliance with this provision may result in additional costs for which the Buyer shall be liable and delay in delivery in respect of which the Seller shall have no liability.
7. If the Buyer for fails to take delivery of (or collect as the case may be) the Goods by 12:00pm on the second working day after the Seller notifies the Buyer that the Goods are ready (or such other time as may be confirmed by the Seller in writing)the Seller may, except where such failure is caused by a Force Majeure Event or the Seller’s failure to comply with its obligation under the Contract in respect of the Goods, at its discretion and without prejudice to any other rights: (a) store or arrange for the storage of the Goods until actual delivery takes place and the Buyer shall be liable for all associated costs and expenses including, but not limited to, transportation, storage and/or insurance; and /or (b) make arrangements for the redelivery of the Goods and the Buyer shall be liable for the costs of such redelivery; and/or (c) give 7 days’ written notice to the Buyer that in the event that delivery or collection has not taken place by the expiry thereof the Seller will sell the Goods to a third party without liability to the Buyer.

Risk and title

1. Risk of damage to or loss of Goods shall pass to the Buyer on arrival at the delivery location, if the Buyer fails to take delivery of the Goods, the time when the Seller has tendered delivery of same.
2. If Goods are to be collected by the Buyer risk shall pass to the Buyer at 12:00pm on the second working day after the Seller notifies the Buyer that the Goods are available for collection or the time for collection otherwise agreed by the Seller in writing.
3. Title to the Goods will not pass to the Buyer until the Seller has received cleared payment in full for: (a) the Goods and/or (b) any other goods or services that the Seller has supplied to the Buyer in respect of which payment has become due in which case title to the Goods shall pass at the time of payment of all such sums.
4. Until title to the Goods has passed to the Buyer, the Buyer must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately from any other goods held by the Buyer so that they remain readily identifiable as the Seller’s property and/or (c) not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; and/or (d) keep the Goods in satisfactory condition and keep them insured against all risks for their full price form the date of delivery (or collection as the case may be); and/or (e) notify the Seller immediately if it becomes subject to any of the events listed in 15.3; (f) give the Seller such information as the Seller may reasonably require from time to time relating to: (i) the Goods; and (ii) the ongoing financial position of the Buyer.
5. At any time before title to the Goods passes to the Buyer, the Seller may by notice in writing, require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer, the Project Site, the Delivery Address or of any third party where the Goods are stored in order to recover them.
6. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to when title to the Goods remains with the Seller in accordance with this clause to enter any premises where the Goods are or may be stored in order to inspect them, or recover them pursuant to sub-clause 7.5.

Price

1. The Price will be the Seller’s Estimate provided that the Buyer makes an Order for Goods in accordance with the quotation and the request is accepted by the Seller in accordance with sub-clause 2.7, or where different such price as is set out in writing by the Seller the Layout Plans or a Document, in each case plus delivery costs and any additional costs.
2. The Seller may at any time before delivery (or collection) increase the Price (such amount to be determined by the Seller) to reflect any increase in the cost to the Seller which is due to: (a) factors occurring after the making of the Contract which are beyond the reasonable control of the Seller (including without limitation exchange fluctuations, taxes and duties and the cost of labour, materials and/or other manufacturing costs); and/or (b)any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c)any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
3. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority (which the Buyer shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice).
4. The Price excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.
5. The Buyer shall be liable for securing and meeting the costs of any customs clearance and/or any delays or losses in respect thereof.

Payment

1. The Seller may invoice the Buyer for the Goods on or at any time after the supply (in the event of supply of services with no provision of physical goods for whatever reason) and/or completion of delivery.
2. Payment of the Price (including VAT) as set out in each invoice submitted by the Seller:- (a) is due within 30 days of the date of the Seller’s invoice unless otherwise specified in writing by the Seller under any credit terms and/or in the Seller’s Estimate and/or on the confirmation of order; (b) must be made in the currency of the issued invoices unless otherwise agreed in writing by the Seller; (c) must be made in full in cleared funds to a bank account nominated in writing by the Seller.
3. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Seller has received cleared funds.
4. All outstanding payments due to the Seller under the Contract shall become payable immediately upon termination of the Contract. This clause shall supersede any other relevant provision.
5. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
6. If the Buyer fails to make a payment due to the Seller under the Contract by the due date, without prejudice to any other remedy available to the Seller, the Buyer will be liable to pay interest to the Seller on such sum from the day after the due date accruing on a daily basis until payment at the annual rate of 8% above the Bank of England’s base rate from time to time pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7. Once interest begins to run pursuant to clause 9.6 above the Seller shall be entitled to statutory compensation:- (a) By way of fixed sum (in addition to interest on the debt) pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; (b) if the reasonable costs of the Seller in recovering the debt are not met by the fixed sum the Seller shall be entitled to a sum equivalent to the difference between the fixed sum and those costs.
8. The Buyer shall pay on demand the Seller’s costs and expenses on an indemnity basis including any solicitors’ or other professionals’ costs and expenses incurred (both during and after the termination of the Contract) in connection with or contemplation of any action whether before or after the issue of proceedings in relation to recovery of any sum due from the Buyer to the Seller under the Contract and/or any other breach of the contractual terms by the Buyer.
9. Any Associated Company of the Buyer that has accepted these Conditionsshall be jointly and severally liable for amounts owing by the Buyer and vice versa. In addition, if during the course of any matter a Buyer involves a subsidiary and/or client and/or sub-contractor etc. to provide information and/or orders for Goods on their behalf the Buyer shall remain liable for the sums due under the Contract.

Limitation of liability

1. The following provisions set out the fullest extent of the Seller’s liability (including any liability for the acts or omissions of its employees, agents and sub- contractors etc.) to the Buyer in respect of: (a) any breach of these Conditions; and (b) any representation, misrepresentation, statement or tortious act or omission including negligence, restitution or otherwise arising under or in connection with the Contract.
2. Except as provided in these Conditions, the Seller shall have no liability to the Buyer in respect of defect, shortage and/or damage to the Goods' and/or their failure to comply with the Specification and/or Contract.
3. Subject to clause 10.5: (a) the Seller’s total liability to the Buyer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Price and subject to that overall limit to the part of any loss suffered which is proportionate to the Seller’s responsibility; and (b) the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
4. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
5. Nothing in these Conditions excludes or limits the liability of the Seller for: (a) death or personal injury caused by the Seller’s negligence; (b) fraud or fraudulent misrepresentation;
6. Within 3 Business Days of delivery or collection the Buyer shall inspect the Goods and notify the Seller in writing of any alleged defect, shortage in quantity or damage. The Buyer shall at the Seller’s request and at the Seller’s sole option, afford the Seller an opportunity to inspect the Goods within a reasonable time following notification of the shortage, defect or damage and before any further use is made of them, make the Goods accessible for repair and/or replacement according to instructions given by and discretion of the Seller, make the Goods accessible for collection by the Seller according to instructions given by the Seller and co-operate with the Seller in connection with such collection.
7. Where any goods or surplus goods are received by the Buyer in error the Buyer shall advise the Seller immediately and store same safely until collection by the Seller otherwise the Buyer shall be liable for damages or shortages in return of such goods.
8. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively deemed to be in accordance with the Contract and free from any shortage, defect and/or damage and accordingly the Buyer shall be deemed to have accepted the Goods, the Seller shall have no liability for a subsequently alleged shortage, defect and/or failure and the Buyer shall be bound to pay the Price as if the same had been delivered in accordance with the Contract.
9. The Seller shall not be liable for any defect, shortage in quantity and/or damage:- (a) where the Buyer, its servants, agents, clients and/or persons under its control etc. makes any further use of such Goods after giving notice in accordance with clause 10.6; or (b) where the defect arises directly or indirectly due to wilful damage, negligence or misuse by the Buyer, its servants, agents, clients and/or persons under its control etc. or because the Buyer, its servants, agents, clients and/or persons under its control failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use, cleaning, handling, processing, or maintenance of the Goods and/or the manufacturer’s instructions and/or good trade practice; or (c) where the defect arises directly or indirectly as a result of fair wear and tear, normal deterioration, or improper or faulty installation, storage, handling or processing of the Goods by the Buyer, its servants, agents, clients or persons under its control or abnormal working conditions of the Buyer; or (d) where the Buyer, its servants, agents or persons under its control alters or repairs such Goods without the prior written consent of the Seller; or (e)the defect arises as a result of the Seller following any drawing, design, specification or instruction provided by the Buyer; or (f) where the defect arises directly or indirectly due to discoloration or any other cosmetic conditions, or other conditions which do not materially affect the operation or functionality of the Goods; or (g) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10. Where the Seller at its sole discretion considers that a valid claim in respect of any of the Goods has been notified to it in accordance with these Conditions, the Seller may at its sole discretion repair or replace the same (or the part of same in question) or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) by crediting the Buyer’s account with the Seller in which case the Seller shall have no further liability to the Buyer. Where the Seller at its sole discretion considers that a valid claim in respect of the Goods has not been made the Buyer shall be responsible for all costs incurred by the Seller in connection with same, including without limitation the costs of collection and transporting the Goods to the Seller, redelivery to the Buyer, and costs in respect of any site visit by the Seller.
11. Where the Seller elects to replace the Goods (or the part of same in question) it may do so with a similar product and for the avoidance of doubt this may not be the same version, model, form or colour.
12. Where the Seller elects to repair the Goods (or the part of same in question) it may provide a replacement (whether on a temporary or permanent basis) being a similar product and for the avoidance of doubt this may not be the same version, model, form or colour.
13. The Buyer is responsible for making its own arrangements for the insurance of any loss in excess of the Seller’s liability as set out herein.
14. This clause shall survive the termination of the Contract.

Force Majeure

1. The Seller reserves the right to defer the date of delivery of the Goods or to reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer), or to cancel the Contract (without liability to the Buyer) and shall not be liable to the Buyer for any failure or delay in performing its obligations if it is prevented from or delayed in the carrying on of its business or performance of the Contract due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civil commotion, civil unrest, industrial action, fire, explosion, flood, storms, earthquakes or other weather event, epidemic, pandemic, disease, infestation, restrictions on transport or movement, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable goods.
2. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3. If an event under clause 11.1 continues for a continuous period in excess of 90 days, either party shall be entitled to give notice in writing to the other to terminate the Contract on 14 days’ notice. The Buyer shall be liable for the Price as accrued before effective termination.

Indemnity

1. The Buyer shall indemnify and keep indemnified the Seller against all actions, claims, costs, damages, demands and expenses or other loss arising out of defects in the Goods to the extent occasioned or contributed to by any act or omission of the Buyer, its servants, agents or persons under its control;

Assignment

1. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
2. The Seller may assign or sub-contract the Contract or any part of it to any person, firm or company.

Third party rights

1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract as set out herein are not subject to the consent of any other person.

Cancellation and termination

1. If for any reason an Order does not give rise to the physical supply of Goods the Seller will charge the Buyer for time spent, work done, services supplied and/or expenses incurred in respect thereof unless otherwise agreed by the Seller in writing.
2. If, for whatever reason, the Seller is unable to fulfil an Order or any part thereof it shall notify the Buyer as soon as practicable and the Buyer’s sole remedy shall be the reimbursement of any payment already made in respect of the Goods which the Seller is unable to supply.
3. If the Buyer fails to make payment for the Goods in accordance with the Contract on the due date for payment or commits any other breach of the Contract or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if the Buyer and/or an Associated Company suspends or threatens to suspend, cease or threatens to cease to carry on all or a substantial part of its business or the Buyer and/or an Associated Company’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy all sums outstanding in respect of the Goods shall become payable immediately (whether or not then due or payable) and the Seller may in its absolute discretion and without prejudice to any other rights which it may have:
4. immediately suspend all subsequent/planned and/or all future provision of Goods to the Buyer or any Associated Company; and/or
5. immediately terminate the Contract by giving written notice without liability on its part; and/or
6. appropriate any payment made by the Buyer or any Associated Company to such of the Goods (or the goods or services supplied under any other contract between the Buyer or any Associated Company and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and the Seller shall not be liable for any costs, losses or delays arising as a result.
7. The termination of the Contract shall not affect:
8. any payment which is owing by either party to the other;
9. any other accrued rights of either party including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; or
10. any terms which are expressed to come into force or continue in force on or after termination.
11. Subject to clause 11.3 the Contract cannot be terminated by the Buyer without express written consent of an authorised person on behalf of the Seller. If the Seller agrees to termination by the Buyer, the Buyer shall indemnify the Seller in full against all expenses incurred or losses suffered by the Seller as a result of such termination as determined by the Seller.
12. On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
13. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Entire agreement

1. The Contract constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Law and jurisdiction

1. The Contract shall be governed by and interpreted according to the law of England and Wales and all disputes or claims arising under the Contract (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation shall be irrevocably subject to the exclusive jurisdiction of the courts of England and Wales.