7.1 The Supplier shall provide the Services to the Customer in accordance with the e Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in any works programme or delivery timetable, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 In the event that the Contract involves elements of Acceptance Tests by the Customer, no later than 30 days from the date of acceptance of the Customer’s Order, the Customer shall deliver to the Supplier proposed user acceptance criteria and test data for the Acceptance Tests for the Goods/Services. These criteria and data shall be such as are reasonably required to show that the Goods/Services complies with the Specification. The Supplier shall provide the Customer with reasonable assistance to prepare such user acceptance criteria and test data at the Customer's request. The parties shall use reasonable endeavours to agree the Acceptance Tests for the Goods/Services within 30 days from the date of delivery to the Supplier of the proposed criteria and data.

7.6 Within 14 days of Delivery, the Acceptance Tests shall be carried out. The Acceptance Tests shall be started as soon as reasonably possible after Delivery and shall be performed during normal working hours. The Customer shall carry out the agreed Acceptance Tests for the Goods/Services unless it has been agreed that the Acceptance Tests shall be carried out jointly. The Customer carrying out the Acceptance Tests shall give the Supplier at least 24 hours' notice of the start of the Acceptance Tests and permit the Supplier to observe all or any part of the testing.

7.7 If the Goods/Services fail to pass the Acceptance Tests, the Customer shall, within 5 Business Days from the completion of the Acceptance Tests, or any part of these tests, provide a written notice to this effect, giving details of such failure(s). The Supplier shall remedy the defects and deficiencies and the relevant test(s) shall be repeated within a reasonable time.

7.8 If the Goods/Services fail in some material respect to pass any repeated Acceptance Tests within four weeks from the date of its second submission to the Acceptance Tests, then the Customer may, by written notice to the Supplier, choose at its sole discretion:

(a) to fix (without prejudice to the Customer's other rights and remedies) a new date for carrying out further tests on the Goods/Services on the same terms and conditions. If the Goods/Services fail such further tests then the Customer may request a repeat test under this Clause 7; or
(b) to accept the Goods/Services subject to such change of acceptance criteria, amendment of the Goods Specification and/or reduction in the price as, after taking into account all the relevant circumstances, is reasonable; or
(c) if the Supplier is unable to correct material defects within a period of three months from the commencement of Acceptance Tests under clause 7, to reject the Goods/Services as not being in conformity with the Contract, in which event the Customer may terminate this Contract.

7.9 Acceptance of the Goods/Services shall be deemed to have occurred on whichever is the earliest of:

(a) the signing by the Customer of an Acceptance Certificate for the Goods/Services to pass the Acceptance Tests;
(b) the expiry of 5 Business Days after the completion of all the Acceptance Tests, unless the Customer has given any written notice under Clause 7.7; or
(c) the use of the Goods/Services by the Customer in the normal course of the Business.

7.10 In the event that the Contract does not involve any elements of Acceptance Tests by the Customer, the Customer is deemed to have accepted the Goods if they are not rejected by the Customer within 14 days of the dates of Delivery prescribed by clause 4.2 or 4.3.

7.11 In the event that the Customer instructs the Supplier to proceed with the production of any prototype, development, design, tooling or any other mobilisation related expenditure and fails to order any Goods produced as a result of such prototype, development, design, tooling or mobilisation, the Supplier reserves the right to levy charges upon the Customer directly relating to such costs and or expenses incurred by the Supplier.

8 CUSTOMER'S OBLIGATIONS

8.1 The Customer shall:

(a) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with unrestricted and unfettered access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, including any design, specification, measurements, processes, weights, or other relevant information, and ensure that such information is accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services and ensure all Health and Safety issues are addressed;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

8.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer (or third parties engaged, commissioned or instructed by the Customer) or failure by the Customer (or third parties engaged, commissioned or instructed by the Customer) to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services 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;
(b) 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
(c) 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 The price for Goods shall be the price set out in the Order 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, taxes, transport of the Goods, which shall form part of the price.

9.2 The charges for Services shall be on a time and materials basis:

(a) the charges shall be calculated in accordance with the Supplier's standard daily fee rates, as set out in the Supplier’s tender and quotation documentation;
(b) the Supplier's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of up to 50% per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

9.3 The Supplier reserves the right to:

(a) request a deposit from the Customer at any point prior to issuing its invoice for the Goods and or Services, such deposit being limited to 50% of the price of the Goods and/or Services;
(b) increase its standard daily fee rates for the charges for the Goods and Services, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 2 weeks of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks' written notice to the Customer; and
(c) 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:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) 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 invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears.

9.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and
(b) 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 Services or Goods at the same time as payment is due for the supply of the Services or 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, in addition to the Supplier’s right to suspend provision of further Goods and Services, the Customer shall pay interest on the overdue amount pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or if not applicable, at the rate of 4% per annum above the base rate of Santander Bank 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 By agreeing to these Terms, the Customer confirms that they are duly authorised (either for themselves or for the business that they are representing) to enter into this Contract on its behalf and that payment of the Supplier’s invoices will be made strictly in accordance with the credit terms stated thereon

10 VARIATIONS

10.1 The Supplier shall carry out any variation of the Goods and/or Services under this Contract that it is instructed either verbally or in writing by the Customer (a "Variation").

10.2 Variations to Goods and/or Services shall be valued by the Supplier on a fair and reasonable basis, with reference to, where available and relevant, rates and prices.

10.3 The Customer shall pay the Supplier any direct loss and/or expense incurred by the Supplier due to the regular progress of any programme of works being affected by compliance with any Variation, provided that the Supplier notifies the Customer of such as soon as is reasonably practicable. The Supplier shall determine the fair and reasonable amount of that direct loss and/or expense.

10.4 In the event that a Variation results in a revision to the tender, price and/or quote, the Customer will issue a further purchase order(s) to the Supplier.

10.5 Save for the provisions of this Clause 10 relating to Variations, no variations to the Contract shall be permitted by anyone other than a director of the Supplier and a director of the Customer.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by the Supplier and the Customer agrees to execute any and all documents, deeds or other instruments necessary to transfer or vest any Intellectual Property Rights in the Supplier.

11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

11.3 All Supplier Materials are the exclusive property of the Supplier.

12 EXTENSION OF TIME

12.1 If the Supplier is delayed in completing the Order under this Contract within the programme of works (or any other period prescribed within the Contract) by any default of the Customer and/or the completion of any Variation of the Contract, the Supplier shall as soon as it becomes apparent notify the Customer in writing. The Customer shall make such extension of time (if any) as is reasonable.

12.2 The Supplier shall constantly use its reasonable endeavours to prevent or minimise any delay in the progress of the whole or any part of the Contract.

13 CONFIDENTIALITY

13.1 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 13 shall survive termination of the Contract.

13.2 Specifically, in relation to the confidential information pertaining to the Goods and the processes, contents and methods deployed in producing the Goods, the Customer shall:

(a) not use or exploit the Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
(c) not attempt to tamper with, take apart, deconstruct, reverse engineer, take photographs of or in any way attempt to ascertain how the Confidential Information operates;
(d) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Supplier);
(e) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
(f) keep separate the Confidential Information from all documents and other records of the receiving party;
(g) apply the same security measures and degree of care to the Confidential Information as the receiving party applies to its own confidential information, which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use;
(h) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information; and
(i) ensure that any document or other records and products containing Confidential Information shall be kept at the receiving party’s registered address and shall not remove or allow to be removed such document, product or records from its registered address.

14 LIMITATION OF LIABILITY

14.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.

14.2 Subject to clause 14.1:

(a) 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
(b) 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 value of the Goods and Services supplied in a period of 12 months commencing on the date of this Contract.

14.3 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.

14.4 This clause 14 shall survive termination of the Contract.

15 TERMINATION

15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 5 days after receipt of notice in writing to do so;
(b) 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;
(c) the other party 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 a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) [the other party (being an individual) is the subject of a bankruptcy petition or order];
(f) a creditor or encumbrancer of the other party 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;
(g) 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 other party (being a company);
(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(b) to clause 15.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
(l) the other party'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
(m) [the other party (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.]

15.2 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.

15.3 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 15.1(b) to clause 15.1(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

15.4 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) 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
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

16 FORCE MAJEURE

16.1 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, telecommunications 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.

16.2 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.

16.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 12 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.

17 GENERAL

17.1 International Delivery

(a) The Supplier delivers to the countries listed in Appendix 1 (International Delivery Destinations). However there are restrictions on some Goods and Services for certain International Delivery Destinations. The Customer is urged to conduct its own research carefully before ordering any Good and/or Services.

(b) If the Customer orders Goods and/or Services for delivery to one of the International Delivery Destinations, its order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Supplier has no control over these charges and it cannot predict their amount.

(c) The Customer will be responsible for payment of any such import duties and taxes and should contact its local customs office for further information before placing its order.

(d) The Customer must comply with all applicable laws and regulations of the country for which the Goods and/or Services are destined. The Supplier will not be liable or responsible if the Customer breaches any such legislation.

17.2 Assignment and other dealings

(a) 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.

(b) The Customer shall not, without the prior written consent of the Supplier (not to be unreasonably withheld or delayed), 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.

17.3 Notices

(a) 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 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, fax or e-mail.

(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 17.2(a); 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; 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 e-mail, 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

17.4 Severance

(a) 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.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.5 Waiver

(a) 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.

17.6 No partnership or agency

(a) 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.

17.7 Third parties

(a) A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.8 Variation

(a) 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.

17.9 Governing law

(a) 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.

17.10 Jurisdiction

(a) 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).

17.1 International Delivery

(a) The Supplier delivers to the countries listed in Appendix 1 (International Delivery Destinations). However there are restrictions on some Goods and Services for certain International Delivery Destinations. The Customer is urged to conduct its own research carefully before ordering any Good and/or Services.
(b) If the Customer orders Goods and/or Services for delivery to one of the International Delivery Destinations, its order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Supplier has no control over these charges and it cannot predict their amount.
(c) The Customer will be responsible for payment of any such import duties and taxes and should contact its local customs office for further information before placing its order.
(d) The Customer must comply with all applicable laws and regulations of the country for which the Goods and/or Services are destined. The Supplier will not be liable or responsible if the Customer breaches any such legislation.

17.2 Assignment and other dealings

(a) 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.
(b) The Customer shall not, without the prior written consent of the Supplier (not to be unreasonably withheld or delayed), 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.

17.3 Notices.

(a) 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 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, fax or e-mail.
(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 17.2(a); 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; 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 e-mail, 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.

17.4 Severance.

(a) 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.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.5 Waiver.

(a) 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.

17.6 No partnership or agency.

(a) 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.

17.7 Third parties.

(a) A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.8 Variation.

(a) 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.

17.9 Governing law.

(a) 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.

17.10 Jurisdiction

(a) 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).

Appendix 1 – International Delivery Destinations

United Kingdom of Great Britain and Northern Ireland
Mainland Europe
Republic of Ireland
United States of America
Hong Kong
China
Japan
Australia
New Zealand