Terms & conditions of sale

TVSI & Subsidiaries Terms and Conditions of Sale

Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.

Contract: the contract between us and you for the supply of Goods and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.

Deliverables: the deliverables set out in the Order produced by us for you.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 16.

GDPR: General Data Protection Regulation ((EU) 2016/679).

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods our standard part numbers, including any relevant plans or drawings, that are agreed in writing by you and us.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Order: your order for the supply of Goods and/or Services, as set out in your purchase order form or your written acceptance of our quotation, or overleaf, as the case may be.

Services: the services, including the Deliverables, supplied by us to you as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing by us to you.

Supplier Materials: has the meaning given in clause 8.1.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

We/us/our: Total Vehicle Solutions Group Ltd registered in England and Wales with registration number 10479375.SB Components (International) Ltd registered in England and Wales with registration number 03859796. Priden Engineering Ltd registered in England and Wales with registration number: 4315304. McPhee Bros (Blantyre) Ltd registered in Scotland with registration number SC085303. SB Components (Europe) BV trading as Total Vehicle Solutions Europe registered in Holland with registration number 01160569

You/your: the person or firm who purchases the Goods and/or Services from us.

1.2 Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (e) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 The Order constitutes an offer by you to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in the our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 Any quotation given by us shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1 The Goods are described in the Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3 We reserve the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.

4. Delivery of Goods

4.1 We 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; and
it states clearly on the delivery note any requirement for you to return any packaging material to us. You shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
- You shall collect the Goods from our premises as specified in the Order or such other location as may be agreed with you before delivery (Delivery Location) within three Business Days of us notifying you that the Goods are ready. If delivery is to be effected by us then you shall provide us with unrestricted access to the location set out in the Order or such other location as the parties may agree (Your Site) and you shall provide suitable labour for unloading the Goods. The cost of effecting delivery including the cost of packaging shall unless otherwise stated be an extra charge.
- Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location or unloading at Your Site as the case may be.
- Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We 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 your failure to provide us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
- If you fail to take or accept delivery of the Goods as the case may be within three Business Days of us notifying you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract in respect of the Goods:
delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which we notified you that the Goods were ready; and
we shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
- If twenty Business Days after we notified you that the Goods were ready for delivery you have not taken or accepted delivery of them (as the case may be), may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
- We 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 you to cancel any other instalment.

5. Quality of Goods

5.1 We warrant that on delivery, and for a period of 24 months from the date of invoice (warranty period), the Goods shall:

(a) conform with their description the Goods Specification;

(b) be free from material defects in design, material and workmanship;

5.2 Subject to clause 5.3, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

you give 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 1;
we are given a reasonable opportunity of examining such Goods; and
you (if asked to do so by us) return such Goods to our place of business at the your cost.

5.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

you make any further use of such Goods after giving a notice in accordance with clause 2;
the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
the defect arises as a result of us following any drawing, design or Goods Specification supplied by you;
you alter or repairs such Goods without the written consent of us;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards; and (g) in the case of hydraulic tipping gears and bodywork, a load has at any time been imposed in excess of the chassis and tipping gear manufacturer’s recommendations.
- Except as provided in this clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 1.
- The terms of these Conditions shall apply to any repaired or replacement Goods supplied by us.

6. Title and risk

6.1 The risk in the Goods shall pass to you on completion of delivery.

6.2 Title to the Goods shall not pass to you until the earlier of:

(a) the date we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and (b) the date you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to you, you shall:

store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on your behalf from the date of delivery; (d) notify us immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d); and (e) give us such information relating to the Goods as we may require from time to time.

6.4 Subject to clause 6.5, you may resell or use the Goods in the ordinary course of its business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:

you do so as principal and not as our agent; and
title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.

6.5 If before title to the Goods passes to you, you become subject to any of the events listed in clause 14.2(b) to clause 14.2(d), then, without limiting any other right or remedy we may have:

your right to resell Goods or use them in the ordinary course of its business ceases immediately; and
we may at any time:

(i) require you to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and (ii) if you fail to do so promptly, enter any premises of yours or of any third party where the Goods are stored in order to recover them.

7. Supply of Services

7.1 We shall supply the Services to you in accordance with the Service Specification in all material respects.

7.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 We reserve the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.

7.4 We warrant to you that the Services will be provided using reasonable care and skill.

8. Your obligations

1 You shall:

- ensure that the terms of the Order and the Goods Specification are complete and accurate;
- co-operate with us in all matters relating to the Services;
- provide us, our employees, agents, consultants and subcontractors, with access to You premises, office accommodation and other facilities as reasonably required by us to provide the Services;
- provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- prepare you premises for the supply of the Services;
- 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;
- comply with all applicable laws, including health and safety laws;
- comply with any additional obligations as set out in the Service Specification and the Goods Specification.

If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Default):
- without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Default, and to rely on the Default to relieve us from the performance of any of our obligations in each case to the extent the Default prevents or delays the our performance of any of our obligations;
- we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 2; and
- you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Default.

9. Charges and payment

The price for Goods:

(a) shall be the price set out in the Order or, if no price is quoted, the price set out in our published price list as at the date of delivery; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to you.

Where no price is fixed at the outset in the Order the charges for Services shall be calculated on a time and materials basis:
- the charges shall be calculated in accordance with our daily fee rates as advised from time to time.
- we shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
We reserve the right to:
- increase the price of the Goods, by giving notice to you at any time before delivery, to reflect any increase in the cost of the Goods to you that is due to:
  - any factor beyond the control of us (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  - any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
  - any delay caused by any instructions of you in respect of the Goods or failure of you to give us adequate or accurate information or instructions in respect of the Goods.
- In respect of Goods and Services, we shall invoice you on or at any time after completion of delivery.
- You shall pay each invoice submitted by us:
  - within 30 days of the date of the invoice or in accordance with any credit terms agreed by us and confirmed in writing to you; and
  - in full and in cleared funds to a bank account nominated in writing by us and for the avoidance of doubt you shall be responsible for the checking those account details are correct, and time for payment shall be of the essence of the Contract.
  - All amounts payable by you 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 us to you, you shall, on receipt of a valid VAT invoice from us, pay to us 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.
  - If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  - All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Intellectual property rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.

10.2 You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

10.3 You acknowledge that, in respect of any third party Intellectual Property Rights in the Services, you use of any such Intellectual Property Rights is conditional on us obtaining original items from the relevant Licensor on such terms as will entitle us to licence such rights to you.

11. Data protection and data processing

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

11.3 Without prejudice to the generality of clause 11.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to us for the duration and purposes of the Contract.

11.4 Without prejudice to the generality of clause 11.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Contract:

process that Personal Data only on the written instructions of you unless we are required by Applicable Laws to otherwise process that Personal Data. Where we

are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

ensure that it has in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
not transfer any Personal Data outside of the European Economic Area unless the prior written consent of you has been obtained and the following conditions are fulfilled:
you or we have provided appropriate safeguards in relation to the transfer;
the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
we comply with reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;
notify you without undue delay on becoming aware of a Personal Data breach;
at the written direction of you, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 11.

11.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12. Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

13. Limitation of liability:

(YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.)

- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation; and
  - breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 1, our total liability to you shall not exceed the amount due in the Order. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
- This clause 3 sets out specific heads of excluded loss:
  - Subject to clause 1, the types of loss listed in clause 13.3(b) are wholly excluded by the parties.
  - The following types of loss are wholly excluded:
    - Loss of profits.
    - Loss of sales or business.
    - Loss of agreements or contracts.
    - Loss of anticipated savings.
    - Loss of use or corruption of software, data or information.
    - Loss of or damage to goodwill. (vii) Indirect or consequential loss.
  - We have given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
  - This clause 13 shall survive termination of the Contract.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if:

(a) you fail to pay any amount due under the Contract on the due date for payment; or (b) there is a change of control.

14.3 Without affecting any other right or remedy available to it, we may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or we reasonably believe that you are about to become subject to any of them.

15. Consequences of termination

15.1 On termination of the Contract:

you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
you shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If you fail to do so, then we may enter the your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

16. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17. Export Terms

17.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of INCOTERMS shall have the same meaning in these conditions, but if there is any conflict between the provisions of INCOTERMS and these conditions, the latter shall prevail.

17.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 17 shall (subject to any special terms agreed in writing between us and you) apply notwithstanding any other provision of these terms.

17.3 You shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

17.4 Unless otherwise agreed in writing between us and you, the Goods shall be delivered ex works.

17.5 You shall be responsible for arranging for testing and inspection of the Goods at the Delivery Location before shipment. We shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

18. General

18.1 Assignment and other dealings

we may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without the prior written consent of us.

18.2 Notices.

Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- sent by fax to its main fax number or sent by email to the address specified in the Order.
Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
- 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 at the time recorded by the delivery service; and
- if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
A notice given under this agreement is not valid if sent by email.
- 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 or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
- Entire agreement.
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. (c) Nothing in this clause shall limit or exclude any liability for fraud.

18.7 Third parties rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
- Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation 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 (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.