THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 16
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day : a day (other than a Saturday, Sunday or public holidays) when banks in London are
open for business.
Company : office in 44 Littlemede,Eltham london SE9 3EB
Conditions : the terms and conditions set out in this document as amended from time to time in
accordance with clause 18.6.
Contract : the contract between the Company and the Customer for the sale and purchase of the
Goods and Installation in accordance with these
Conditions.
Credit Account : a credit account granted by the Company to a Customer.
Customer : the person or firm who purchases the Goods and/or Installation from the Company.
Force Majeure Event : has the meaning given in clause 17.
Goods : the goods (or any part of them) set out in the Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related
rights, trademarks, service marks, trade, business and domain names, rights in trade dress or getup,
rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in
computer software, database right, topography rights, moral rights, rights in confidential
information (including knowhow and trade secrets) and any other intellectual property rights, in
each case whether registered or unregistered and including all applications for and renewals or
extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the
world.
Installation : installation of Goods or other products as set out in the Order.
Order: The Customer’s order for the Goods and/or Installation, as set out in the Customer’s purchase
order form, the Customer’s written acceptance of the Company’s quotation, or overleaf, as the case
may be.
1.2 Construction. In these Conditions, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or 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.
(d) 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.
(e) A reference to writing or written includes faxes and emails.
2.1 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.
2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Installation in
accordance with these Conditions. The Customer is responsible for ensuring that the terms of the
Order submitted by the Customer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Company issues a written acceptance
of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges
that it has not relied on any statement, promise or representation made or given by or on behalf of
the Company which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Company and any
descriptions or illustrations contained in the Company’s catalogues or brochures are produced 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.
2.6 A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall
only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described in the Order.
3.2 The Company reserves the right to amend the Order if required by any applicable statutory or
regulatory requirements.
4.1 The Company does not accept any responsibility for the design or measurement of the Goods or
structural survey of the premises into which the goods are to be installed, unless expressly set out in
writing.
4.2 The Company may send to the Customer drawings for approval, which unless rejected by the
Customer in writing within 7 Business Days from the date of sending shall be deemed to have been
accepted by the Customer.
4.3 In the event of any Goods or packaging or container being delivered and deposited whether on
the public highway or elsewhere the customer shall be responsible for compliance with all
regulations and for all steps which need to be taken for the protection of persons or property in
relation to such goods, packaging or container and shall indemnify the company in respect of all or
any costs claims losses or expenses which the Company may incur as a result of such delivery.
5.1 The Company shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order,
all relevant Customer and Company reference numbers, the type and quantity of the Goods
(including the code number of the Goods, where applicable), special storage instructions (if any) and,
if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be
delivered; and
(b) if the Company requires the Customer to return any packaging materials to the Company, that
fact is clearly stated on the delivery note. The Customer shall make any such packaging materials
available for collection at such times as the Company shall reasonably request. Returns of packaging
materials shall be at the Company’s expense.
5.2 The Company shall deliver the Goods to the location set out in the Order or such other location
as the parties may agree (Delivery Location) at any time after the Company notifies the Customer
that the Goods are ready.
5.3 The Company’s responsibility for delivery of the Goods ends on the tailboard of the Company’s
vehicle at the Delivery Location.
5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the
essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a
Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery
instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Company 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 Company 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 Company with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
5.6 If the Customer fails to accept delivery of the Goods within 5 Business Days of the Company
notifying the Customer that the Goods are ready, then, except where such failure or delay is caused
by a Force Majeure Event or the Company’s failure to comply with its obligations under the
Contract:
(a) 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 Company notified the Customer that the Goods were ready; and
(b) the Company shall store the Goods until delivery takes place, and charge the Customer for all
related costs and expenses (including
insurance).
5.7 If 10 Business Days after the day on which the Company notified the Customer that the Goods
were ready for delivery the Customer has not taken delivery of them, the Company 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.
5.8 The Company 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.
6.1 The Company warrants that on delivery, the Goods shall:
(a) conform in all material respects with the Order;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Company.
6.2 Subject to clause 6.3, if:
(a) the Customer gives notice in writing to the Company within 5 Business Days from the date of
delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
(b) the Company is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of
business at the Customer’s cost, the Company shall, at its option, repair or replace the defective
Goods, or refund the price of the defective Goods in full.
6.3 The Company shall not be liable for Goods’ failure to comply with clause 6.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause
6.2; or
(b) the defect arises because the Customer failed to follow the Company’s oral or written
instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if
there are none) good trade practice regarding the same; or (c) the defect arises as a result of the
Company following any drawing, design or specification supplied by the Customer; or
d) the Customer alters or repairs such Goods without the written consent of the Company; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage
or working conditions; or
(f) the Goods differ from the Order as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, unless the Customer is contracting as a consumer the
Company shall have no liability to the Customer in respect of the Goods’ failure to comply clause 6.1.
6.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by
statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.6 Where the Customer is contracting as a consumer, this warranty is in addition to the legal rights
in relation to Goods which are faulty or which do otherwise not conform with these Conditions.
6.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
7.1 The 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 Company has received payment in full
(in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods that the Company has supplied to the Customer in respect of which payment
has become due.
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7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods separately from all other goods held by the Customer so that they remain readily
identifiable as the Company’s property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full
price from the date of delivery;
(e) notify the Company immediately if it becomes subject to any of the events listed in clause 15.2;
and
(f) give the Company such information relating to the Goods as the Company may require from time
to time, but the Customer may resell or use the
Goods in the ordinary course of its business.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the
events listed in clause 15.1, or the Company reasonably believes that any such event is about to
happen and notifies the Customer accordingly, then, provided that the Goods have not been resold,
or irrevocably incorporated into another product, and without limiting any other right or remedy the
Company may have, the Company may at any time require the Customer to deliver up the Goods
and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third
party where the Goods are stored in order to recover them.
8.1 The Company shall provide the Installation to the Customer in accordance with the Order in all
material respects.
8.2 The Company shall use reasonable endeavours to meet any performance dates for the
Installation specified in the Order but any such dates shall be estimates only and time shall not be of
the essence for the performance of the Installation.
8.3 The Company shall have the right to make any changes to the Installation which are necessary to
comply with any applicable law or safety requirement, or which do not materially affect the nature
or quality of the Installation, and the Company shall notify the Customer in any such event.
8.4 The Company warrants to the Customer that the Installation will be provided using reasonable
care and skill.
9.1 The Customer shall:
(a) ensure that the terms of the Order and the information it provides in the Order are complete and
accurate;
(b) cooperate with the Company in all matters relating to the Installation;
(c) provide the Company, its employees, agents, consultants and subcontractors, with access to the
Customer’s premises, office accommodation and other facilities as reasonably required by the
Company to provide the Installation;
(d) provide the Company with such information and materials as the Company may reasonably
require to supply the Installation, and ensure that such information is accurate in all material
respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for
the Installation before the date on which the Installation is to start;
(f) keep and maintain all materials, equipment, documents and other property of the Company
(Company Materials) at the Customer’s premises in safe custody at its own risk, maintain the
Company Materials in good condition until returned to the Company, and not dispose of or use the
Company materials other than in accordance with the Company’s written instructions or
authorisation.
9.2 If the Company’s performance of any of its obligations in respect of the Installation is prevented
or delayed by any act or omission by the Customer or failure by the Customer to perform any
relevant obligation (Customer Default): (a) the Company shall without limiting its other rights or
remedies have the right to suspend performance of the Installation 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 Company’s performance of
any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as
set out in this clause 9; and
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained
or incurred by the Company arising directly or indirectly from the Customer Default.
10.1 If the Customer is contracting as a consumer and has purchased Goods and/or Installation
either over the telephone or online, the consumer may cancel a Contract at any time within the 7
day cooling off period, beginning:
(a) on the day after it received the Goods or confirmation that Installation will commence where
Goods and/ or Installation are purchased over the telephone or online; or
(b) the day after the Contract commenced where the Contract was entered into as a result of a
solicited or unsolicited call or visit by the Company on the Customer.
10.2 Where the Contract is cancelled in accordance with clause 10.1, the Customer will receive a full
refund of the price paid for the Goods and/or Installation in accordance with the Company’s refunds
policy (set out in Clause 14 below).
10.3 To cancel a Contract, the Customer must inform the Company in writing. The Customer must
also return the Goods to the Company immediately, in the same condition in which the Customer
received them, and at the Customer’s own cost and risk. The Customer has a legal obligation to take
reasonable care of the Goods while they are in the Customer’s possession. If the Customer fails to
comply with this obligation the Company may have a right of action against you for compensation.
10.4 The Customer will not have any right to cancel a Contract for the supply of any of the following:
(a) personalised Goods made to specification;
(b) Goods that cannot, by their nature be returned;
(c) perishable Goods; (unsealed audio or video recordings or computer software;
(e) newspapers, periodicals, or magazines ;
(f) Installation that begins, by agreement, before the end of the 7 day cooling off period; and (g)
Goods or Installation, the price of which is dependent on fluctuations in the financial market.
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11.1 The price of the Goods and/or Installation shall be the price set out in the Order, or, if no price
is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
11.2 The Company may, by giving notice to the Customer at any time up to 20 Business Days before
delivery, increase the price of the Goods and/or Installation to reflect any increase in the cost of the
Goods and/or Installation that is due to:
(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in
taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods and/or
Installation ordered, or the Order in respect of the Goods and/or Installation; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the
Company adequate or accurate information or
instructions.
11.3 The price of the Goods unless expressly stated otherwise in the Order includes the costs and
charges of packaging, insurance and transport of the Goods to the Delivery Location (Cost of
Delivery).
11.4 In respect of Goods, Cost of Delivery and/or Installation, the Company shall invoice the
Customer to enable the Customer to comply with the payment terms at clauses 11.6 to 11.8.
11.5 The price of the Goods, Cost of Delivery and/or Installation is exclusive of amounts in respect of
value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Company, pay
to the Company such additional amounts in respect of VAT as are chargeable on the supply of the
Goods, Cost of Delivery and/or Installation.
11.6 The Company may open a Credit Account at its discretion and subject to satisfactory trade
references and to the observance of the Customer of the credit terms:
(a) In the event the Customer has been approved by the Company for a Credit Account, such
approval remaining entirely at the discretion of the Company, subject to the level of credit extended
by the Company not being exceeded by the value of the Goods and Cost of Delivery, the Company
shall credit the Credit Account with the amount of the Goods and Costs of Delivery. The credit shall
fall due for payment in one instalment no later than 30 days following the month of delivery.
(b) Where stated the Company’s Credit Accounts are factored by Bibby Financial Services to whom
the benefit of Credit Accounts shall be assigned and to whom all electronic payments should be
made. Factored invoices can only be discharged by payment to Bibby Financial Services. In the event
of any decision by Bibby Financial Services to withdraw a Credit Account the whole price for the
Goods delivered shall immediately become due and payable immediately.
11.7 If the Company has not approved the Customer for a Credit Account the Customer shall pay for
the value of the Goods and Cost of Delivery on the following basis:(
i) 30% at the time of placing the Order;
(ii) 30% to be paid in cleared funds to the Company 21 days after placing the Order; and
(iii) the remaining balance of 40% of the price of the Goods and Cost of Delivery is payable 5
Business Days before delivery.
11.8 In regard to Installation, the Customer shall make payment for the Installation on the following
basis:(
i) 80% of the price of Installation 5 Business Days prior to Installation; and (ii) 20% of the price of
Installation at completion of Installation.
11.9 The Company reserves the right at any time to demand security for payment before continuing
with any delivery of Goods or the supply of Installation in satisfaction of any orders regardless of any
subsisting agreement to provide credit to the Customer.
11.10 In the event of non-payment the Company may withhold Orders. Notification of such an event
may not be given. Further:
(a) Should the balance due for payment outlined in Clause 11.6 to 11.8 above remain outstanding
beyond the date permitted the full price of the Goods delivered, Cost of Delivery and/or Installation
supplied shall immediately become payable and the Company reserves the right to withhold
deliveries or cancel outstanding orders.
(b) The Customer may not withhold payment of any amount due to the Company because of any
setoff, counterclaim, abatement, or other similar deduction.
(c) Interest shall be chargeable on any amounts overdue at the rate of 8% per annum above the base
rate of Barclays Bank PLC from time to time. The interest period shall run from the due date for
payment until receipt of the full amount by the Company whether before or after judgment. (d) The
Customer shall reimburse the Company the entire costs of representing any cheque or other
instrument delivered to the Company in payment of any sum due.
12.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and/ or
Installation shall be owned by the Company.
12.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the
Customer’s use of any such Intellectual Property Rights is conditional on the Company obtaining a
written licence from the relevant licensor on such terms as will entitle the Company to licence such
rights to the Customer.
12.3 The Customer shall indemnify the Company 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 orincurred by the
Company in connection with any claim made against the Company for actual or alleged infringement
of a third party’s intellectual property rights arising out of or in connection with the Company’s use
of the Order.
12.4 All Company materials are the exclusive property of the Company.
A party (Receiving Party) 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 Receiving Party by the other party (Disclosing Party), its employees, agents or
subcontractors, and any other confidential information concerning the Disclosing Party’s business or
its products or its Installation which the receiving party may obtain. The Receiving Party shall restrict
disclosure of such confidential information to such of its employees, agents or subcontractors as
need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract,
and shall ensure that such employees, agents or subcontractors are subject to obligations of
confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive
termination of the Contract.
14.1 When the Customer returns Goods to the Company:
(a) because the Customer is a consumer and has cancelled the Contract within 7 day cooling off
period the Company will process the refund due to the Customer as soon as possible, and in any
case, within 30 days of the day the Customer has given notice of the cancellation. In this case, the
Company will refund the price of the Goods in full. However, the Customer will be responsible for
the cost of returning the item to the Company.
(b) for any other reason (for instance because the Customer has notified the Company that they do
not agree to any changes to these terms and conditions or in any of the Company policies, or
because the Customer claims that the Goods are defective), the Company will examine the returned
Goods and will notify the Customer of any refund via email within a reasonable period of time. The
Company will usually process the refund due to the Customer as soon as possible and in any case
within 30 days of the day the refund was confirmed by the Company by email. Goods returned by
the Company because of a defect will be returned in full, including the costs incurred by the
Customer in returning the item to the
Company.
14.2 The Company will usually refund any money received from the Customer using the same
method originally used by the Customer to pay for purchases.
15.1 If the Customer becomes subject to any of the events listed in clause 15.2, or the Company
reasonably believes that the Customer is about to become subject to any of them and notifies the
Customer accordingly, then, without limiting any other right or remedy available to the Company,
the Company may cancel or suspend all further deliveries under the Contract or under any other
contract between the Customer and the Company without incurring any liability to the Customer,
and all outstanding sums in respect of Goods delivered to the Customer shall become immediately
due.
15.2 For the purposes of clause 15.1, the relevant events are: (a) the Customer suspends, or
threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits
inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within the meaning of section
268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the
foregoing apply; or
(b) 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 other than (where the Customer is a company) where these events
take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or
more other companies or the solvent reconstruction of the Customer; or
(c) (being an individual) the Customer is the subject of a bankruptcy petition or order; or
(d) 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; or
(e) (being a company) 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; or
(f) (being a company) a floating charge holder over the Customer’s assets has become entitled to
appoint or has appointed an administrative receiver; or
(g) A person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is
appointed over the Customer’s assets; or
(h) 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
15.2(a)to clause 15.2(f) (inclusive); or
(i) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or
substantially the whole of its business; or
(j) the Customer’s financial position deteriorates to such an extent that in the Company’s opinion the
Customer’s capability to adequately fulfil its obligations under the Contract has been placed in
jeopardy.
(k) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or
physical), is incapable of managing his or her own affairs or becomes a patient under any mental
health legislation.
16.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict
liability.
16.2 Subject to clause 16.1:
(a) the Company shall not 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
(b) the Company’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 not exceed the price of the
Order.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract
to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event
means any event beyond a party’s reasonable control, which by its nature could not have been
foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lockouts or other
industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources
or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or
military authorities, national or international calamity, armed conflict, malicious damage, breakdown
of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions,
collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar
events, natural disasters or extreme adverse weather conditions, or default of companies or
subcontractors.
18.1 Assignment and subcontracting .
(a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner
with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all
or any of its rights or obligations under the Contract without the prior written consent of the
Company.
18.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the 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 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, sent by
prepaid first-class post, recorded delivery, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally,
when left at the address referred to in clause
18.2(a); if sent by prepaid first class post or recorded delivery, at 9.00 am on the second Business
Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s
delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents
in any legal action.
18.3 Severance.
(a) If any court or competent authority finds that any provision of the Contract (or part of any
provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent
required, be deemed to be deleted, and the validity and enforceability of the other provisions of the
Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and
legal if some part of it were deleted, the provision shall apply with the minimum modification
necessary to make it legal, valid and enforceable.
18.4 Waiver.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not
be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise
any right or remedy provided under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right
or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further
exercise of that or any other right or remedy.
18.5 Third party rights.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
18.6 Variation.
Any variation to the Contract, including the introduction of any additional terms and conditions, shall
only be binding when agreed in writing and signed by the Customer.
18.7 Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including no contractual disputes or claims), shall be governed by, and construed in
accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the
courts of England and Wales.
These terms & conditions supersede any previously issued. Date of this issue Monday,29 April 2024
44 Littlemede, London, Greater London, SE9 3EB