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THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 4 (Deposit), CLAUSE 13 (Indemnity and Insurance) AND CLAUSE 14 (Limitation of Liability)
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Business Day means a day other than a Saturday, a Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Conditions means the Supplier's terms and conditions of sale set out in this document;
Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
Control has the meaning given to it in section 1124 of the Corporation Tax Act 2010;
Customer means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order;
Deliverables means the Goods or Services or both as the case may be;
Deposit has the meaning given in clause 4.1;
Encumbrance - a hire purchase agreement, mortgage, claim, charge, pledge, lien, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption, option, restriction or other encumbrance or any legal or equitable third party right or interest, including any security interest of any kind or any type of preferential arrangement (or any like agreement or arrangement creating any of the same or having similar effect);
Force Majeure means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; pandemic, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier's or its suppliers' workforce, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;
Goods means the vehicles, goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by the Supplier to the Customer;
Location means the address for delivery of the Goods and performance of the Services as set out in the Order;
Order means the Customer's order for the Deliverables made in store, over the telephone, as set out in the Customer's purchase order form, the Customer's email, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be;
Price has the meaning given in clause 3.1;
Services means the services set out in the Order and to be supplied by the Supplier to the Customer;
Specification means the description or specification of the Deliverables set out or referred to in the Order;
Supplier means UK truck and Trailer Sales Limited, Warwick Road, Rotherham, S66 8EW, United Kingdom. Company registration number: 09327853;
Used Goods has the meaning given in clause 12.1;
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables. 1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party' means either the Supplier or the Customer and includes that party's personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns;
1.2.5 a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow 'include', 'includes', 'including', ‘in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing' or ‘written' includes any method of reproducing words in a legible and non-transitory form (including email);
1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and
1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that may be implied by trade, custom, practice or course of dealing.
2.4 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing by both parties.
2.5 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
2.6 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.
2.7 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier until withdrawn by the Customer giving notice to the Supplier after the expiry of 5 Business Days from the date on which the Customer submitted the Order.
2.8 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.8.1 the Supplier's written acceptance of the Order; or
2.8.2 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.9 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.10 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
2.11 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3.1 The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier's scale of charges in force from time to time (Price).
3.2 The Prices are exclusive of:
3.2.1 packaging, loading, unloading, delivery, carriage, insurance, shipping or freight which shall be charged in addition at the Supplier's standard rates, and
3.3 The Customer shall pay any applicable VAT to the Supplier
3.4 The Supplier may increase the Prices at any time by giving the Customer not less than 10 Business Days' notice in writing.
3.5 Notwithstanding clause 3.4, the Supplier may increase the Prices with immediate effect by written notice to the Customer where:
3.5.1 there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables and which is due to any factor beyond the control of the Supplier;
3.5.2 any change in delivery dates, quantities or specification of the Deliverables requested by the Customer;
3.5.3 any other increase in cost to the Supplier beyond its reasonable control.
3.6 The Customer will be liable for the Price of any Deliverables ordered by the driver of the relevant vehicle or any person who we reasonably believe has authority to place such an Order on behalf of the Customer.
4 Deposit: The Customer's attention in particular is drawn to this clause
4.1 The Customer acknowledges that the Supplier will require a deposit from the Customer (unless the Supplier provides its written consent to the contrary) of a proportion of the Price (Deposit).
4.2 Without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to retain the Deposit (or part of it) in the following circumstances:
4.2.1 If the Customer fails to pay for the Deliverables in full within 30 days of the Deposit being paid;
4.2.2 any reasonable sum the Supplier properly expends or incurs in putting right any failure by the Customer to comply with its obligations under the Contract. In the event that the Supplier's costs exceed the Deposit in such circumstances, the Customer must reimburse such excess on written demand by the Supplier.
4.3 The Customer acknowledges that the Supplier may suffer loss in the event that Deliverables are not paid in full within 30 days of a Deposit being paid. For example, in light of the nature of some of our Goods, it is likely that they will lose value during this time and it may prevent the Supplier from selling Goods to someone else at full value. As such, the parties acknowledge that clause 4.2 is reasonable and proportionate to protect the Supplier's interests.
5.1 The Supplier shall invoice the Customer for the Deliverables at any time before or after delivery or performance (as the case may be) of the Deliverables.
5.2 The Customer shall pay all invoices:
5.2.1 in full without deduction or set-off, in cleared funds on such date as noted on the invoice (which will usually be the date prior to delivery of the Goods or performance of the Services unless otherwise agreed by the Suppler); and
5.2.2 to the bank account nominated by the Supplier.
5.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
5.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 4% per annum above the base rate of the Bank of England from time to time in force, and
5.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
6 Credit limit
The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
7 Delivery and performance
7.1 The Goods shall be delivered by the Supplier to the Location on the date(s) specified in the Order. The Goods shall be deemed delivered by the Supplier only on arrival or completion of unloading of the Goods at the Location.
7.2 The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.
7.3 The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the customer to cancel any other instalment.
7.4 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
7.5 The Supplier shall not be liable for any delay in or failure of performance caused by:
7.5.1 the Customer's failure to: (i) make the Location available, (ii) prepare the Location in accordance with the Supplier's instructions or as required for the Deliverables or (iii) provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
7.5.2 Force Majeure.
7.6 If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by Force Majeure or by the Supplier's failure to comply with its obligations under the Contract in respect of Goods:
7.6.1 delivery of the Goods shall be deemed to have been completed at 9:00am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready;
7.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including but not limited to storage, stocking charges and insurance); and
7.6.3 the Supplier shall be entitled to sell the Goods at a reasonably obtainable price and (after deducting all costs incurred pursuant to clause 7.6.2 and selling expenses), account to the Customer for any excess over the Price already paid by the Customer under the Contract or charge the Customer for any shortfall below the Price payable by the Customer under the Contract.
8.1 To the extent that the Goods are provided in accordance with a Specification provided 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or 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 Specification. This clause 8.1 shall survive termination of the Contract.
8.2 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
9.1 Risk in the Goods shall pass to the Customer on delivery or unloading of Goods at the Location.
9.2 For the avoidance of doubt:
9.2.1 if the Customer requires the Goods to be delivered to a location outside of the United Kingdom, the Location shall be the port at which the Goods are to be shipped to the Customer;
9.2.2 if the Location is the Supplier's address, risk in the Goods shall still pass in accordance with clause 9.1, even if the Goods are still located at the Supplier's address. It is therefore important that the Customer collects the Goods as soon as possible.
10.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
10.2 Until title to the Goods has passed to the Customer, the Customer shall:
10.2.1 hold the Goods as bailee for the Supplier;
10.2.2 store the Goods separately from all other material in the Customer's possession;
10.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
10.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
10.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
10.2.6 not remove or alter any mark on or packaging of the Goods;
10.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.11; and
10.3 Notwithstanding clause 11.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.11 has occurred or is likely to occur.
10.4 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.2.11, the Supplier may:
11.5.1 require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
11.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
11 Part Exchange
11.1 In certain circumstances the Supplier may allow part of the Price of Goods to be paid by the Customer delivering a used vehicle or trailer (Used Goods) to the Supplier, in which case the following provisions shall apply:
11.1.1 The Used Goods shall be delivered to such location and at such date and time as reasonably notified by the Supplier;
11.1.2 The Used Goods shall be delivered to the Supplier in the same state of repair and condition as it was initially examined by the Supplier, subject to any normal usage between examination and delivery;
11.1.3 If such Used Goods are subject to any Encumbrance whatsoever, the Customer must provide the Supplier with full details of such Encumbrance and the Supplier shall be entitled to reduce the allowance provided in respect of the Used Goods to allow the Supplier to satisfy the Encumbrance;
11.1.4 The Customer warrants:
(a) The particulars of the Used Goods provided are true and accurate;
(b) The Used Goods have not been involved in any serious or major accident and details of all other accidents have been disclosed to the Supplier;
(c) The Used Goods are of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(d) The Used Goods are fit for purpose and any purpose held out by the Customer.
11.2 The ultimate discretion to accept Used Goods lies with the Supplier and the Supplier shall be entitled to reject the Used Goods if (but not limited to) circumstances whereby the provisions of clause 12.1 are not satisfied to the satisfaction of the Supplier.
12 Warranty: The Customer's attention is particular drawn to this clause
12.1 Strictly in accordance with the remainder of this clause 12, the Supplier warrants that the Deliverables shall:
12.1.1 conform in all material respects to their description and to the Specification;
12.1.2 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
12.2 The customer acknowledges that any goods supplied will be sold as seen, and the customer should inspect any goods before delivery or collection. The supplier recommends that the customer inspects any goods with a qualified engineer before delivery or collection to ensure that they are satisfied with the goods.
12.3 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer's business and needs.
12.4 Subject at all times to the remainder of this clause 12, the Supplier may, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 12, provided that the Customer:
12.4.1 serves a written notice on Supplier not later than three Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
12.4.2 such notice specifies that some or all of the Deliverables do not comply with clause 12.1 and identifying in sufficient detail the nature and extent of the defects; and
12.4.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.
12.5 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
12.6 Except as set out in this clause 12:
12.6.1 the Supplier gives no warranty and makes no representations in relation to the Deliverables; and
12.6.2 shall have no liability for their failure to comply with the warranty in clause 12.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
13 Indemnity and insurance: The Customer's attention in particular is drawn to this clause
13.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including reasonable legal fees) and expenses incurred by the Supplier as a result of or in connection with:
13.1.1 the Customer's breach of any of the Customer's obligations under the Contract;
13.1.2 the enforcement of the Contract by the Supplier.
13.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
13.3 The Supplier shall insure any Goods up the point of delivery at the Location. For the avoidance of doubt, if the Customer requires the Goods to be delivered to a location outside of the United Kingdom, the Location shall be the port at which the Goods are to be shipped to the Customer and the Supplier shall not be required to insure the Goods up to the point that they are loaded onto a vessel.
14 Limitation of liability: The Customer's attention in particular is drawn to this clause
14.1 The extent of the parties' liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
14.2 Subject to clauses 14.5 and 14.6, the Supplier's total liability shall not exceed 110% of the sums paid by the Customer to the Supplier under or in connection with the Contract.
14.3 Subject to clauses 14.5 and 14.6, the Supplier shall not be liable for consequential, indirect or special losses.
14.4 Subject to clauses 14.5 and 14.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
14.4.1 loss of profit;
14.4.2 loss or corruption of data;
14.4.3 loss of use;
14.4.4 loss of production;
14.4.5 loss of contract;
14.4.6 loss of opportunity;
14.4.7 loss of savings, discount or rebate (whether actual or anticipated);
14.4.8 harm to reputation or loss of goodwill.
14.5 The limitations of liability set out in clauses 14.2 to 14.4 shall not apply in respect of any indemnities given by either party under the Contract.
14.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
14.6.1 death or personal injury caused by negligence;
14.6.2 fraud or fraudulent misrepresentation;
14.6.3 any other losses which cannot be excluded or limited by applicable law.
15 Force Majeure
15.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
15.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
15.1.2 uses best endeavours to minimise the effects of that event.
15.2 If, due to Force Majeure, a party:
15.2.1 is or shall be unable to perform a material obligation; or
15.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days;
the other party may, within 30 days, terminate the Contract on immediate notice.
16.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
16.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
16.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
16.1.3 the Customer has failed to pay any amount due under the Contract on the due date; or
16.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
16.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
16.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
16.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
16.2.5 has a resolution passed for its winding up;
16.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
16.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
16.2.8 has a freezing order made against it;
16.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
16.2.10 is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.9 in any jurisdiction;
16.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 16.2.1 to 16.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
16.3 The Supplier may terminate the Contract at any time by giving not less than two weeks' notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
16.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.
16.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
17 Dispute resolution
17.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 17.
17.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
17.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
17.3.1 Within seven days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.
17.3.2 If the dispute has not been resolved within seven days of the first meeting, then the matter shall be referred to the managing directors (or persons of equivalent seniority). The managing directors (or equivalent) shall meet within seven days to discuss the dispute and attempt to resolve it.
17.4 The specific format for the resolution of the dispute under clause 17.3.1 and, if necessary, clause 17.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
17.5 If the dispute has not been resolved within 14 days of the first meeting of the managing directors (or equivalent) under clause 17.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
17.6 Until the parties have completed the steps referred to in clauses 17.3 and 17.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
18.1 Any notice or other communication given by a party under these Conditions shall:
18.1.1 be in writing and in English;
18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
18.1.3 be sent to the relevant party at the address set out in the Contract
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of a signature at the time of delivery;
18.2.2 by pre-paid first-class post or other next working day delivery service: at 9.00 am on the second Business Day after posting;
18.2.3 by email: on the next Business Day after sending.
18.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 19.1 and shall be effective:
18.3.1 on the date specified in the notice as being the date of such change; or
18.3.2 if no date is so specified, 2 Business Days after the notice is deemed to be received.
18.4 All references to time are to the local time at the place of deemed receipt.
18.5 This clause does not apply to notices given in legal proceedings or arbitration.
19 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer's obligations only.
21 Further assurance
The Customer shall at the request of the Supplier, and at the Customer's own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
22 Entire agreement
22.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
22.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
24.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier's prior written consent, which it may withhold or delay at its absolute discretion.
24.2 The Supplier may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the consent of the Customer.
25 Set off
25.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
25.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
26 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
27 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
28.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
28.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
29.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
29.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
29.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
30 Compliance with law
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract (including but not limited to the Bribery Act 2010 and any applicable data protection legislation).
31 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
32 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
33 Third party rights
33.1 Except as expressly provided for in clause 33.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
33.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
34 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).