The Customer's attention is particularly drawn to the provisions of clause
1.1. Definitions. In these Conditions, the following definitions apply:
means that pursuant to Article 50 of the Treaty of Lisbon the UK leaves the European Union;
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
has the meaning set out in clause 2.2;
these terms and conditions as amended from time to time in accordance with clause 15.8;
the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions;
the person or firm who purchases the Goods from the Supplier;
means all designs, drawings, specifications, samples and all other materials in whatever form provided by the Customer to the Supplier;
has the meaning set out in clause 4.2;
has the meaning ascribed to it in the Incoterms;
"Force Majeure Event"
has the meaning given to it in clause 14.1;
"Good Industry Practice"
means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected within the industry for the provision and use of the Goods;
the goods (or any part of them) set out in the Order Acknowledgment;
any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier;
means the international rules for the interpretation of trade terms of the International Chamber of Commerce (2010 version);
"Intellectual Property Rights"
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
the Customer's order for the supply of Goods, as set out in the Customer's purchase order form, or the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be;
means the Supplier's written acceptance of the Order, but does not include any automatically generated email acknowledgments of an Order;
Walker Filtration Limited registered in England and Wales with company number 01726079; and
means Walker Filtration, Birtley Road, Washington, Tyne & Wear NE38 9DA.
1.2. Construction. In these Conditions, the following rules apply :
1.2.1. a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to "writing" or "written" includes faxes but excludes e-mails.
2. Basis of contract
2.1. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues an Order Acknowledgment at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Goods contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for the period set out on the quotation, or if no such period is specified a period of 20 Business Days from its date of issue.
2.7. The Supplier reserves the right to correct any clerical errors made in any quotation, the Specification, the acknowledgement or in any other oral quotations and/or estimates given to the Customer and the Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.1. Subject to any variation in accordance with these Conditions, the Goods are as described in the Goods Specification.
3.2. the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with:
3.2.1. the Supplier's use of the Customer Materials; and
3.2.2. to the extent that the Goods are to be manufactured in accordance with a Goods Specification provided by the Customer, arising out of or in connection with the Supplier's use of that Goods Specification.
3.3. This clause 3 shall survive termination of the Contract.
3.4. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4. Delivery of Goods
4.1. The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2. The Supplier shall deliver the Goods EXW to the Supplier's Premises, or such other location as the parties may agree in writing ("Delivery Location").
4.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. If the Customer fails to take delivery or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready for collection, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
4.5.1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.5.2. the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.6. If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.7. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.8. The Customer will notify the Supplier in circumstances where the Goods are to be exported outside of the United Kingdom. In the case of an EXW delivery where the ultimate destination is outside of the United Kingdom, the Customer shall, at any time requested by the Supplier, provide the Supplier with such information and evidence as the Supplier considers necessary in its absolute discretion, to establish that the Goods were in fact exported from the United Kingdom, (including but not limited to details of the consignor and all methods of transport, the export destination, the mode of transport, the route of the export movement and evidence of the date of departure from the UK and/or the European Community) and the Customer hereby agrees that it will procure the consent of any and all consignors to allow the provision of such information to the Customer. This clause, 4.8, shall survive termination of the Contract.
4.9. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any liability for VAT, 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 professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Customer's breach or negligent performance or non-performance of clause 4.8 of the Contract. This clause 4.9, shall survive termination of the Contract.
5. Import and Export
5.1. The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment.
5.2. Where the Customer purchases Goods for use or onward supply into any territory outside of the UK and EEA, then the Customer shall be solely responsible for ensuring that the Goods Specification meets all legislative and regulatory standards and meets all requirements for Good Industry Practice in relation to the use of those Goods within the particular territory.
6. Quality of Goods
6.1. The Supplier warrants that for a period of 15 months from the date of delivery, or the period of 12 months from the date of installation of the Goods (whichever is the sooner) ("warranty period"), the Goods shall:
6.1.1. conform in all material respects with the Goods Specification; and
6.1.2. be free from material defects in design, material and workmanship.
6.2. Subject to clause 6.3, if:
6.2.1. the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2. the Supplier is given a reasonable opportunity of examining such Goods; and
6.2.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost (including any costs incurred for recovery of the Goods from their installation location)
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3. The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 6.1 if:
6.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;
6.3.2. the Customer fails to replace, repair or maintain disposable parts within the Goods in accordance with the Supplier's oral or written instructions, or (if there are none) Good Industry Practice;
6.3.3. the Customer, or its employees, agents or contractors fails to install the Goods in accordance with the Supplier's written installation instructions or in accordance with Good Industry Practice;
6.3.4. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) Good Industry Practice;
6.3.5. the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
6.3.6. the Customer alters or repairs such Goods without the written consent of the Supplier;
6.3.7. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
6.3.8. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4. Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 6.2.
7. Title and risk
7.1. Risk in the Goods shall pass to the Customer on completion of delivery.
7.2. Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1. the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods and services that the Supplier has supplied to the Customer in respect of which payment has become due (and whether under this Contract or any other contract between the parties), in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3. Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
7.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13; and
7.3.5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4. Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.4.1. it does so as principal and not as the Supplier’s agent; and
7.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13, then, without limiting any other right or remedy the Supplier may have:
7.5.1. the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2. the Supplier may at any time:
184.108.40.206. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
220.127.116.11. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Customer's obligations
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2. co-operate with the Supplier in all matters relating to the provision of the Goods;
8.1.3. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Goods, and ensure that such information is accurate in all material respects;
8.2. If the Supplier's performance of any of its obligations in respect of the provision of the Goods is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
8.2.1. the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the provision of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
8.2.2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1. Subject to adjustment in accordance with this clause, the price for Goods shall be the price set out in the Order Acknowledgment or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
9.2. The Supplier reserves the right to make a proportionate adjustment to the price for the Goods, such adjustment being a proportionate increase or decrease based on any foreign exchange fluctuation as between GBP and the currency of the Order as between the date of the Order Acknowledgment and the date of delivery.
9.3. The Supplier reserves the right to:
9.3.1. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
18.104.22.168. any factor beyond the control of the Supplier, including the introduction of new tariffs, taxes and duties (whether as a result of Brexit or otherwise), increases in existing taxes, levies and duties, and increases in the cost of labour, materials and other manufacturing costs);
22.214.171.124. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
126.96.36.199. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
9.4. In respect of Goods, the Supplier shall be entitled to invoice the Customer as set out in the Order Acknowledgment, or if no invoicing terms are set out therein on or at any time after completion of delivery.
9.5. Unless otherwise set out in the Order Acknowledgment, the Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of Goods.
9.7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 6% per annum above Barclay's Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.9. Unless otherwise expressly stated in writing by the Supplier, all prices are payable in pounds sterling. If the Supplier agrees to accept foreign currency, an exchange rate will be set out in the Order Acknowledgment provided that if the same does not specify an exchange rate, then the exchange rate will be that of the Bank of England at the close of business on the day preceding the date of the Order Acknowledgment, and provided that where foreign currency is accepted the price shall be subject to adjustment in accordance with clause 9.2.
10. Intellectual property rights
10.1. Subject to clause 10.2, all Intellectual Property Rights in the Goods shall belong to the Supplier.
10.2. Where the Goods provided under the Contract are bespoke Goods, which are manufactured in accordance with a Goods Specification provided by the Customer, the following provisions shall apply:
10.2.1. the Customer shall disclose to the Supplier under a royalty-free licence such of the Customer's Intellectual Property as the Supplier determines is necessary, for the purpose of enabling the Supplier to manufacture the Goods in accordance with the Goods Specification, and to allow the Supplier to manufacture and sell such products on an ongoing basis, provided that such disclosure shall be subject to the provisions of clause 11;
10.2.2. all Intellectual Property Rights in the bespoke Goods created shall vest in the Supplier.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.
12. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
12.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2. fraud or fraudulent misrepresentation;
12.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.1.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.5. defective products under the Consumer Protection Act 1987.
12.2. Subject to clause 12.1:
12.2.1. the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2. the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid by the Customer in respect of the Goods to which the claim relates.
12.3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.4. This clause 12 shall survive termination of the Contract.
13.1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1. the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;
13.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.1.3. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
13.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company);
13.1.5. the other party (being an individual) is the subject of a bankruptcy petition or order;
13.1.6. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
13.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);
13.1.8. the holder of a qualifying charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
13.1.9. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
13.1.10. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.2 to clause 13.1.9 (inclusive);
13.1.11. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
13.1.12. the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
13.1.13. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3. Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.13, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
13.4. On termination of the Contract for any reason:
13.4.1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
13.4.2. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
13.4.3. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. Force majeure
14.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
14.2. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3. If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
15.1. Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
In the event of Brexit, if either party considers that the consequences of Brexit materially increase the costs of it performing its obligations under this Contract and/or reduces its income under this Contract and/or otherwise adversely affects the benefit it derives from this Contract, such party may give notice to the other of the same, and shall promptly supply such details and evidence of such consequences as may reasonably be required by the other party). Within fourteen (14) days of the other party receiving such notice, the parties shall discuss in good faith and agree whether any amendments are required to the Contract as a result of Brexit, such that the provisions of this Contract maintain the same overall balance of obligations, benefits, liabilities and risk between the parties as applied at the date of this Contract. The Parties agree that the imposition of tariffs and other trade barriers relating to the subject matter of this Contract and not in existence at the date of the Contract shall be considered a change in the overall balance. Nothing in this clause prevents the Supplier from exercising its rights to vary the price in accordance with clause 9.
Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or if delivered by fax to such fax number as set out in the Order Acknowledgment, or to such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or fax. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 15.3; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and if sent by fax at the time of transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.6. No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.7. Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
15.9. Governing law and jurisdiction.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).