Terms & Conditions

 

REXROB GENERAL TERMS AND CONDITIONS FOR GOODS AND SERVICES

 

  1. Applicability

1.1 These terms and conditions for good and services (these “Terms”) are the only terms that govern the provision of services by Rexrob Engineering Limited registered in England and Wales with company number 09149472 (“Supplier”) to You (“Customer”).

1.2 The Order (defined below) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order, these Terms shall govern.

1.3 These Terms prevail over any of the Customer’s general terms and conditions regardless whether or when the Customer has submitted its request for proposal, order, or such terms. Provision of services to the Customer does not constitute acceptance of any of the Customer’s terms and conditions and does not service to modify or amend these terms.

  1. Interpretation 

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

2.1 Definitions:

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

“Commencement Date”; has the meaning given in clause 3.2.

“Conditions”; these Terms as amended from time to time in accordance with clause 17.9.

“Contract”; the Agreement between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

“Customer”; the person or firm who purchases the Goods and/or Services from the Supplier.

“Deliverables”; any deliverables set out in the Order produced by the Supplier for the Customer.

“Delivery Location”; has the meaning given in clause 6.2.

“Force Majeure Event”; has the meaning given to it in clause 17.1.

“Goods”; the goods (or any part of them) set out in the Order.

“Goods Specification”; any specification for the Goods that is agreed in writing (including email) by the Customer and the Supplier.

“Order”; the Customer’s order for the supply of Goods and/or Services which is:

      1. set out in the Customer’s purchase order form; or
      2. the Customer’s written acceptance (including email) of the Supplier’s quotation; or
      3. accepted by verbal communication between the Supplier and the Customer (such as a telephone call).

The Supplier may from time to time change or agree to accept or change the Customer’s order which is at the Supplier’s sole and absolute discretion.

“Parts”; authentic parts provided by the Supplier to the Customer, during the Services, which are supplied based on the Supplier’s knowledge and expertise.

“Replica Parts”; replica parts provided by the Supplier to the Customer, during the Services, which are supplied based on the Supplier’s knowledge and expertise.

“Services”; the services, including any Deliverables, Part or Replica Parts, supplied by the Supplier to the Customer and in accordance with any Service Specification.

“Service Specification”; the description or specification for the Services provided by the Supplier to the Customer.

“Supplier”; Rexrob Engineering Limited registered in England and Wales with company number 09149472.

“Supplier Materials”; has the meaning given in clause 11.1(h).

“Variations”; variations to the Order must be agreed in writing which is at the Supplier’s sole and absolute discretion.

2.2 Interpretation:

(a) 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.

(b) 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.

(c) A reference to writing or written includes email.

  1. Basis of contract 

3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance  with these Conditions.

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

3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any  descriptions of the Goods or descriptions of the Services contained in the Supplier’s catalogs 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.

3.4 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.

3.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20  Business Days from its date of issue.

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

3.7 Divisibility Clause: Order’s relating to Goods only are divisible. Each delivery of goods made shall  be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a  delivery shall be payable in full in accordance with the terms of payment provided in the Order,  without reference to and notwithstanding any defect of default in delivery of any other installment.

  1. Variations 

4.1 If the Customer would like to make a Variation/Variations to the Order, the Customer must make a  request in writing (including email) to the Supplier detailing such Variation (a “Variation Request”).

4.2 Upon the Supplier receiving a Variation Request from the Customer, the Supplier can choose to  reject or accept it at its sole and absolute discretion.

4.3 If the Variation Request is accepted the Supplier will provide the Customer with an invoice (or such  other form in writing which includes email) for the amount of such Variation and if the Customer  does not write to the Supplier rejecting the amount owing within two Business Days, the Variation  amount is deemed to be automatically accepted.

  1. Goods 

5.1 The Goods are described in the Goods Specification.

5.2 To the extent that the Goods are to be manufactured or supplied in accordance with a Goods  Specification supplied by the Customer, the Customer shall indemnify the Supplier against all  liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential  losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a  full indemnity basis) and all other professional costs and expenses) suffered or incurred by the  Supplier arising out of or in connection with any claim made against the Supplier for actual or  alleged infringement of a third party’s intellectual property rights arising out of or in connection with  the Supplier’s use of the Goods Specification. This clause 5 shall survive termination of the  Contract.

5.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable  statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

  1. Delivery of Goods 

6.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows, the contract  number, 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  installments, the outstanding balance of Goods remaining to be delivered; and

(b) it states clearly on the delivery note any requirement for the Customer to return any  packaging material to the Supplier. The Customer shall make any such packaging materials  available for collection at such times as the Supplier shall reasonably request. Returns of  packaging materials shall be at the Supplier’s expense.

6.2 In relation to the delivery of goods, the Supplier may agree to either of the following at its sole and  absolute discretion:

(a) the Supplier shall deliver the Goods to the location set out in the Order or such other location  as the parties may agree in writing (Delivery Location) at any time after the Supplier  notifies the Customer that the Goods are ready;

(b) the Customer may choose to collect the Goods from the Supplier’s premises at Building 109,  Humber Enterprise Park, Brough, HU15 1YU or such other location as the parties may agree  in writing (Supplier’s Premises) within three Business Days of the Supplier notifying the  Customer that the Goods are ready.

6.3 In respect of clause 6.2(a) of these terms, delivery of the Goods shall be completed on the  completion of unloading of the Goods at the Delivery Location.

6.4 In respect of clause 6.2(b) delivery of Goods shall be completed on the completion of loading the  Goods at the Supplier’s Premises.

6.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of  the essence. The Supplier 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 Supplier with adequate delivery  instructions or any other instructions that are relevant to the supply of the Goods.

6.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses  incurred by the Customer in obtaining replacement goods of similar description and quality in the  cheapest market available, less the price of the Goods. The Supplier shall have no liability for any  failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or  the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or  any relevant instruction related to the supply of the Goods.

6.7 If the Customer fails to take delivery of the Goods in accordance with clause 6.2(b), then except  where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to  comply with its obligations under the Contract in respect of the Goods:

(a) 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 the Supplier notified the Customer that the Goods  were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all  related costs and expenses (including insurance).

6.8 If ten Business Days after the Supplier notified the Customer that the Goods were ready for  delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose  of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the  Customer for any excess over the price of the Goods or charge the Customer for any shortfall  below the price of the Goods.

6.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the  Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity  of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the  Goods.

6.10 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for  separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in  an installment shall not entitle the Customer to cancel any other installment.

  1. Quality of Goods 

7.1 The Supplier warrants that on delivery the Goods shall:

(a) conform with the Goods Specification;

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

7.2 Subject to clause 7.3, the Supplier shall, at its option, repair or replace the defective Goods, or  refund the price of the defective Goods in full if:

(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of  the Goods do not comply with the warranty set out in clause 7.1.

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place  of business at the Customer’s cost.

7.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 7.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with  clause 7.2;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written  instructions as to the storage, installation, commissioning, use or maintenance of the Goods  or (if there are none) good trade practice;

(c) the defect arises as a result of the Supplier following any drawing, design or Goods  Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal  working conditions; or

(f) the Goods differ from the Goods Specification as a result of changes made to ensure they  comply with applicable statutory or regulatory standards.

7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect  of the Goods’ failure to comply with the warranty set out in 6.1.

7.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the  Supplier.

  1. Title and risk 

8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the earlier of the Supplier receives payment  in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied  to the Customer 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.

8.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain  readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the  Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their  full price on the Supplier’s behalf from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause  15.2(b) to clause 15.2(d) and

(e) give the Supplier such information relating to the Goods as the Supplier may require from  time to time.

8.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the  events listed in clause 15.2(b) to clause 15.2(d), then, without limiting any other right or remedy the  Supplier may have:

(a) the Customer’s right to resell Goods or use them in the ordinary course of its business  ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been  resold, or irrevocably incorporated into another product; and

(ii) 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.

  1. Supply of Services 

9.1 The Supplier shall supply the Services to the Customer in accordance with the Service  Specification in all material respects.

9.2 The Supplier shall use all reasonable endeavors to meet any performance dates for the Services  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 Services.

9.3 The Supplier reserves 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 the Supplier shall notify the Customer in any such event.

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

  1. Parts/ Replica Parts 

10.1 The Supplier may provide Parts or Replica Parts in order to assist carrying out the supply of  Services.

10.2 The Parts and Replica Parts are provided by the Supplier to the Customer based on their own  knowledge and expertise in providing the Services and the Supplier does not (save for as set out in  clause 9 above) provide any warranty or guarantee in relation to any of the Parts or Replica Parts.

  1. Customer’s obligations 

11.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Service  Specification and 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 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 in order to supply the Services, and ensure that such information is complete and  accurate in all material respects;

(e) prepare the Customer’s premises for the supply of the Services;

(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;

(g) comply with all applicable laws, including health and safety laws;

(h) keep 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; and

(i) comply with any additional obligations as set out in the Service Specification and the Goods  Specification.

11.2 If the Supplier’s performance of any of its obligations under the Contract 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) without limiting or affecting any other right or remedy available to it, the Supplier shall 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 in each case 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 11.2; 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.

  1. Charges and payment 

12.1 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 the  Supplier’s published price list as at the date of the Order; and

(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods,  which shall be invoiced to the Customer.

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

(a) the charges shall be calculated in accordance with the Supplier’s daily fee rates, as set out  in its current price list at the date of the Contract at the time of the Order;

(b) the Supplier’s daily fee rates for each individual person are calculated on the basis of a nine hour day from 7.00 am to 4.00 pm worked on Business Days;

(c) the Supplier shall be entitled to charge an overtime rate of 150% of the daily fee rates on a  pro-rata basis for the hours from 4.00pm and to 10.00 pm for the time worked by individuals  whom it engages on the Services during such hours;

(d) the Supplier shall be entitled to charge an overtime rate of 200% of the daily fee rates on a  pro-rata basis for the hours from 10.00 pm and to 7.00 am for the time worked by individuals  whom it engages on the Services during such hours,

(e) the Supplier shall be entitled to charge for any Parts or Replica parts used in the provision of  the Services;

(f) the Supplier shall be entitled to charge an overtime rate of 200% of the daily fee rates on a  pro-rata basis for the hours worked on any day which is not a Business Day for the time  worked by individuals whom it engages on the Services during such time and

(g) 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  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.

12.3 The Supplier reserves the right to:

(a) increase the charges for the Services on an annual basis with effect from each anniversary  of the Commencement Date in line with the percentage increase in the Average Earnings  Index in the preceding 12-month period and the first such increase shall take effect on the  first anniversary of the Commencement Date and shall be based on the latest available  figure for the percentage increase in the Average Earnings Index;

(b) 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, Parts or Replica Parts 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.

12.4 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 on completion of the  Services.

The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the; 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.

12.5 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.

12.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date,  then, without limiting the Supplier’s remedies under clause 15 (Termination), the Customer 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 15 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%.

12.7 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).

  1. Confidentiality 

13.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five  years after termination of the Contract, disclose to any person any confidential information  concerning the business, affairs, customers, clients or suppliers of the other party, except as  permitted by clause 13.2.

13.2 Each party may disclose the other party’s confidential information

(a) 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 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or  regulatory authority

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

  1. 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, the Supplier shall not be liable to the Customer, whether in contract, tort  (including negligence), for breach of statutory duty, or otherwise, arising under or in connection  with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; or

(g) any indirect or consequential loss.

14.3 Subject to clause 14.1, the Supplier’s total liability to the Customer, whether in contract, tort  (including negligence), breach of statutory duty or otherwise, arising under or in connection with  the Contract, shall be limited to £500 of the total charges paid under the Contract or the value of  the Order, whichever is the least.

14.4 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.

14.5 This clause 14 shall survive termination of the Contract.

  1. Termination 

15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract  by giving the other party not less than 1 months’ written notice which may be varied by the Supplier  agreeing in writing at its sole and absolute discretion.

15.2 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:

(a) 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 14 days after receipt of notice in  writing to do so;

(b) 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;

(c) 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

(d) 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.

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

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;  or

(b) there is a change of control of the Customer.

15.4 Without affecting any other right or remedy available to it, 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 the Contract on the  due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d), or the Supplier reasonably believes that the Customer is about to become  subject to any of them.

  1. Consequences of termination 

16.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid  invoices and interest and, in respect of Services and Goods supplied but for which no  invoice has 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 or Goods 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.

16.2 Termination or expiry 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  or expiry.

16.3 Any provision of the Contract that expressly or by implication is intended to have effect after  termination or expiry shall continue in full force and effect.

  1. General 

17.1 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.

17.2 Assignment and other dealings. 

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a  trust over or deal in any other manner with any or all of its rights and obligations under the  Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over  or deal in any other manner with any of its rights and obligations under the Contract without  the prior written consent of the Supplier.

17.3 Notices. 

(a) Any notice or other communication given to a party under or in connection with the Contract  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.

(b) Any notice or other 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;  if sent by pre-paid first-class post or other next working day delivery service, on the second  Business Day after posting or at the time recorded by the delivery service; or, if sent by fax  or email, at on the next Business Day after transmission.

(c) This clause does not apply to the service of any proceedings or other documents in any  legal action or, where applicable, any other method of dispute resolution.

17.4 Severance. 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.

17.5 Waiver. 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 breach or default. 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.

17.6 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.

17.7 Entire agreement.

(a) 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.

(b) 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 based on any statement in the  Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

17.8 Third parties rights. 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.

17.9 Variation. 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).

17.10 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.

17.11 Jurisdiction. 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.