1.1 The definitions and rules of interpretation in this clause apply in these conditions.
Contract - the Customer's order and the Supplier's acceptance of it in accordance with condition 3.3.
Customer - the person, firm or company who purchases Equipment from the Supplier.
Equipment - the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including without limitation any part or parts of
it and including any computer software).
Intellectual Property Rights - patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including without limitation 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.
Software - any operating system application or utility of other software, in each case installed on the Equipment.
Supplier - Foundation Information Technology Limited.
VAT - value added tax chargeable under English law for the time being and any similar additional
tax.
1.2 Paragraph headings shall not affect the interpretation of these conditions. References to conditions are to the conditions of these Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include
any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 Unless the context otherwise requires, words in the singular shall include the plural
and in the plural include the singular and a reference to one gender shall include a reference to the other genders.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.6 A reference to writing or written includes faxes and e-mail.
2.1 These conditions shall:
2.1.1 apply to and be incorporated in the Contract; and
2.1.2 prevail over any inconsistent terms or conditions contained in or referred to in the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing (in each case, whether verbal or in writing).
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the
Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
3.1 Any quotation is valid for a period of 14 calendar days only, and the Supplier may
withdraw it at any time by notice to the Customer.
3.2 Each order or acceptance of a quotation for Equipment by the Customer shall be
deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
3.3 A binding contract shall not come into existence between the Supplier and the
Customer unless and until the Supplier issues a written order acknowledgement
to the Customer, or the Supplier delivers the Equipment to the Customer (whichever occurs earlier).
3.4 The Supplier may deliver the Equipment by separate instalments. Each separate
instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
3.5 No order which has been acknowledged by the Supplier may be cancelled by the
Customer, except with the agreement in writing of the Supplier and provided that
the Customer indemnifies the Supplier in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour and
materials used), damages, charges and expenses incurred by the Supplier as a
result of cancellation.
4.1 The quantity and description of the Equipment shall be as set out in the Supplier's acknowledgement of order or (if there is no acknowledgment of order) quotation.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by
the Supplier, and any descriptions or illustrations contained in the Supplier's
catalogues or brochures are issued or published for illustrative purposes only and
they do not form part of the Contract.
4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document, communication or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4.4 The Supplier reserves the right (but does not assume the obligation) to make any
changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer's specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Equipment, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
4.5 The Supplier's employees, contractors and agents are not authorised to make any
representations or contractually binding statements concerning the Equipment.
5.1 The price of the Equipment shall be the Supplier's quoted price at the date of acceptance of the order by the Supplier. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties unless specified in the Supplier’s quoted price.
5.2 The Supplier reserves the right, to re-quote the price, at any time before delivery,
of such of the Equipment as has not been delivered to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture or transportation costs), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment
before, on or at any time after delivery of the Equipment, unless:
6.1.1 the Equipment is to be collected by the Customer; or
6.1.2 the Customer wrongfully fails to take delivery of the Equipment, and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection or has attempted delivery of the Equipment.
6.2 The terms of payment shall be:
6.2.1 in the case of Equipment delivered in the United Kingdom, the earlier of the date stipulated in the Supplier’s invoice and within 30 calendar days of the date of the Supplier's invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer; and
6.2.2 in the case of export sales, in accordance with condition 11.5.
6.3 Time for payment of the price shall be of the essence of the Contract.
6.4 All amounts due under the Contract shall be paid by the Customer to the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).
6.5 If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately
due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
6.5.1 terminate the Contract and/or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;
6.5.2 appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);
6.5.3 charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 4% above the base lending rate from time to time of The Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
6.5.4 suspend all further manufacture, delivery, installation or warranty service until payment has been made in full;
6.5.5 make a storage charge for any undelivered Equipment at its current rates from time to time;
6.5.6 stop any Equipment in transit; and
6.5.7 a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 calendar days' notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
6.6 All sums payable to the Supplier under the Contract shall become due immediately
on its termination, despite any other provision of the Contract. This condition 6.6 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
6.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
7.1 The Supplier shall use its reasonable endeavours to deliver the Equipment on the
date or dates specified in the Supplier's acknowledgement of order, but any such
date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not in any circumstances liable for any delay in delivery, however caused.
7.2 The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.
7.3 Delivery shall be made during normal business hours (excluding bank or public
holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request.
7.4 The Customer shall be responsible (at the Customer's cost) for preparing the
delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.
7.5 The Customer shall be deemed to have accepted the Equipment when the Customer has had 5 calendar days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 12.
7.6 The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within 5 calendar days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier's stipulations. Any remedy under this condition
7.6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier's satisfaction to have been lost or damaged in transit.
8.1 The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Supplier's acknowledgement of order. The Supplier shall off-load the Equipment at the Customer's risk.
8.2 Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:
8.2.1 the Equipment; and
8.2.2 all other sums which are or which become due to the Supplier from the
Customer on any account.
8.3 Until ownership of the Equipment has passed to the Customer under condition 8.2,
the Customer shall:
8.3.1 hold the Equipment on a fiduciary basis as the Supplier's bailee;
8.3.2 store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as the Supplier's property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
8.3.4 keep the Equipment insured on the Supplier's behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier's interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 17 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.
8.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.
8.6 On termination of the Contract for any reason, the Supplier's (but not the Customer's) rights in this condition 8 shall remain in effect.
8.7 The Supplier may appropriate payments by the Customer to such Equipment as it
thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
If agreed by the Supplier with the Customer (including as to the costs), the Supplier
shall:
9.1.1 test and inspect the Equipment on delivery to ensure that it complies with
the requirements of the Contract; and
9.1.2 if so requested by the Customer, give the Customer reasonable advance
notice of such tests (which the Customer shall be entitled to attend).
10.1 If the Supplier refers to a software licence in the acknowledgment of order, the
price of the Equipment includes the licence fee for the Customer's right to use the
Software.
10.2 If the Customer is provided with any operating system software licence in respect
of the Software, the Customer shall sign and return it to the Supplier within seven days of installation of the software, unless the licence has been supplied on a "shrink-wrap" or "click-wrap" basis.
10.3 If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
10.3.1 the Customer shall not copy (except to the extent permissible under
applicable law which is not capable of exclusion by agreement) or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier's prior written consent;
10.3.2 the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
10.3.3 such licence shall be terminable by either party on 28 calendar days'
written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer's or a third party's rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and
10.3.4 on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.
11.1 Where the Equipment is supplied for export from the United Kingdom, the provisions of this condition 11 shall (subject to any contrary terms agreed in writing
between the Customer and the Supplier) override any other provision of these conditions.
11.2 The Customer shall be responsible for complying with any legislation governing:
11.2.1 the importation of the Equipment into the country of destination; and
11.2.2 the export and re-export of the Equipment, and shall be responsible for the payment of any duties on it.
11.3 Unless otherwise agreed in writing between the Customer and the Supplier, the Equipment shall be delivered free on board the air or sea port of shipment and the Supplier shall be under no obligation to give notice under section 32(3 ) of the Sale of Goods Act 1979.
11.4 If agreed by the Supplier with the Customer (including as to the costs), the Supplier shall be responsible for arranging for the testing and inspection of the Equipment at the Supplier's premises before shipment.
11.5 Payment of all amounts due to the Supplier shall be made either by cleared funds in advance to the Supplier’s United Kingdom bank or by irrevocable letter of credit opened by the Customer in favour of the Supplier and confirmed by a bank in England acceptable to the Supplier or, if the Supplier has agreed in writing on or before acceptance of the Customer's order to waive this requirement, by acceptance by the Customer and delivery to the Supplier of a bill of exchange drawn on the Customer payable 60 days after sight to the order of the Supplier at such branch of the bank in England as may be specified in the bill of exchange.
11.6 The Customer shall pay the price for the Equipment in pounds sterling unless
agreed otherwise by the Supplier.
12.1 Subject to conditions 12.2 - 12.6, the Supplier warrants to the Customer that the
Equipment is free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 12), at its option, to repair or
replace Equipment (other than consumable items) which is found to be defective
as a result of faulty materials or workmanship within six months of delivery and installation.
12.2 The Supplier shall not in any circumstances be liable for a breach of the warranty contained in condition 12.1 unless:
12.2.1 the Customer gives written notice of the defect to the Supplier within seven calendar days of the time when the Customer discovers or ought to have discovered the defect; and
12.2.2 after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier's place of business at the Supplier's cost for the examination to take place there.
12.3 The Supplier shall not in any circumstances be liable for a breach of the warranty in condition 12.1 if:
12.3.1 the Customer makes any use of Equipment in respect of which it has given written notice under condition 12.2.1; or
12.3.2 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 Equipment or (if there are none) good trade
practice; or
12.3.3 the Customer alters or repairs the relevant Equipment without the written consent of the Supplier; or
12.3.4 the defect arises from any drawing, design or specification supplied by the Customer; or
12.3.5 the defect arises from fair wear and tear, wilful damage, negligence or abnormal working conditions.
12.4 Any repaired or replacement Equipment shall be under warranty for the unexpired
portion of the [six-]month period.
12.5 The Supplier shall not in any circumstances be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.
12.6 The warranty in condition 12.1 does not extend to parts, material or equipment not
manufactured by the Supplier, in respect of which the Customer shall only be entitled to the benefit of such warranty or guarantee as is given by the manufacturer to the Supplier.
12.7 The Supplier does not give any warranty that the Equipment shall be suitable for
any particular purpose for which the Customer intends to use them save where the
Supplier has expressly accepted responsibility for such suitability in writing.
13.1 The Supplier shall not in any circumstances be liable for any non-delivery of Equipment (even if caused by the Supplier's negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within [seven] calendar days after the scheduled delivery date.
13.2 Any liability of the Supplier for non-delivery of the Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
13.3 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 18), the Customer shall in all circumstances be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.
13.4 In the event of any claim by the Customer under the warranty given in condition 12.2, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier's premises (or those of its agent or sub-contractor) at the cost of the Supplier. If the Customer's claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 12, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.
14.1 The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees,
agents and sub-contractors) to the Customer in respect of:
14.1.1 any breach of the Contract howsoever arising; and
14.1.2 any representation, misrepresentation (whether innocent or negligent),
statement or tortious act or omission (including without limitation negligence) arising out of or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law are
excluded from the Contract to the fullest extent permitted by law.
14.3 Nothing in these conditions excludes or limits the liability of the Supplier for death
or personal injury caused by the Supplier's negligence or fraud or fraudulent misrepresentation.
14.4 Subject to condition 14.2 and condition 14.3:
14.4.1 the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty
howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss of contract, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
14.4.2 the Supplier's total liability in contract, tort (including without limitation negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under condition 5.
15.1 If the Supplier manufactures the Equipment, or applies any process to it, in
accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
15.2 The Customer acknowledges that all Intellectual Property Rights used by or
subsisting in the Equipment are and shall remain the sole property of the Supplier
or (as the case may be) third party rights owner.
15.3 The Supplier shall retain the property and copyright in all documents supplied to
the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
15.4 The Supplier's Intellectual Property Rights in and relating to the Equipment shall
remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
15.5 In relation to the Software:
15.5.1 the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;
15.5.2 nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and
15.5.3 the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence agreements, terms of use and registration requirements relating to them.
16.1 The Customer shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Supplier, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
16.2 All materials, equipment and tools, drawings, specifications and data supplied by
the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.
16.3 This condition 16 shall survive termination of the Contract, however arising.
17.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:
17.1.1 the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control; or
17.1.2 an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or
17.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
17.1.4 a receiver is appointed of any of the Customer's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or
17.1.5 the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
17.1.6 the Customer ceases, or threatens to cease, to trade; or
17.1.7 the Customer takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.
17.2 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision
expressly stated to survive or implicitly surviving termination.
The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from performing or delayed in performing its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications 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 sub-contractors (Force Majeure Event).
19.1 A waiver of any right under the Contract is only effective if it is in writing and signed
by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
19.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21.1 Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this agreement or not) other than as expressly set out in the Contract.
21.2 Each party agrees that the only rights and remedies available to it arising out of or
in connection with a Representation shall be for breach of contract.
21.3 Nothing in this clause shall limit or exclude any liability for fraud.
22.1 The Customer shall not, without the prior written consent of the Supplier, assign,
transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any
other manner with all or any of its rights or obligations under the Contract.
The Contract is made for the benefit of the parties to it and (where applicable) their
successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
25.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation disputes or claims) are governed by and construed in accordance with the law of England.
25.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation disputes or claims).
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