CONTENTS

CLAUSE

1. Interpretation………………………………………………………………………………………………………. 2
2. Basis of contract…………………………………………………………………………………………………. 4
3. Supply of Goods…………………………………………………………………………………………………. 4
4. Delivery of Goods……………………………………………………………………………………………….. 5
5. Quality of Goods…………………………………………………………………………………………………. 5
6. Title and risk……………………………………………………………………………………………………….. 6
7. Supply of Services………………………………………………………………………………………………. 7
8. Customer’s obligations………………………………………………………………………………………… 8
9. Completion…………………………………………………………………………………………………………. 9
10. Charges and payment……………………………………………………………………………………. 10
11. Intellectual property rights………………………………………………………………………………. 12
12. Limitation of liability………………………………………………………………………………………… 12
13. Termination…………………………………………………………………………………………………… 13
14. Consequences of termination………………………………………………………………………….. 14
15. Confidentiality……………………………………………………………………………………………….. 15
16. Force majeure……………………………………………………………………………………………….. 16
17. General………………………………………………………………………………………………………… 16

The Customer’s attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

• Definitions:

• Business Day: a day, other than a Saturday, Sunday or public holiday in England, when non-automated clearing banks in London are open for business.
• Business Hours: the period from 8.30 am to 5.00 pm on any Business Day.
• Commencement Date: has the meaning given in clause 2.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 8.
• Contract: the contract between the Supplier and the Customer for the supply of Goods or Services or Goods and 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 interpreted accordingly.
• Customer: the person or firm who purchases the Goods or Services or Goods and Services from the Supplier.
• Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
• Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
• Goods: the goods (or any part of them) set out in the Order.
• Goods Specification: any specification for the Goods, including written descriptions, (without limitation) any specific sheets, any relevant 3D visuals, plans (design drawings such as electrical, lighting, wall and flooring plans), drawings, and any product samples, that are agreed in writing by the Customer and the Supplier.
• Design Drawings / Concept Design: the initial design proposal to be prepared by the Supplier, if required, setting out the proposed concept, design, layout and materials.
• 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, rights in computer software, 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.
• Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
• Order: the Customer’s offer to purchase from the Supplier the Goods or Services or Goods and Services, as set out in the Quotation.
• Order Acknowledgement: the Supplier’s acceptance of the Order, confirming the Goods or Services or Goods and Services to be supplied to the Customer and their respective costs.
• Practical Completion: the stage at which the Services and any associated installation works have been substantially completed in accordance with the Contract such that the Customer can reasonably occupy and use the relevant premises for their intended purpose, notwithstanding the existence of minor defects, omissions or snagging items which do not materially affect such use.
• Quotation: the quotation document noting the costs of Goods or Services or Goods and Services from the Supplier including the cost of the Design Drawings / Concept Design (if applicable).
• Services: the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.
• Service Specification: the description or specification for the Services provided in the Order Acknowledgement, any specific sheets, any relevant 3D visuals, plans, drawings, electrical plans, that are agreed in writing by the Customer and the Supplier.
• Supplier: MEWSCRAFT LTD registered in England and Wales with company number 05585954, trading as both Mewscraft and Monnow Interiors.
• Supplier Materials: has the meaning given in clause 1(h).
• Warranty Period: has the meaning given in clause 1.
  • 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 legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
    • Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
    • A reference to writing or written excludes fax but not email.

2. Basis of contract
   • The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions.
   • The Order shall only be deemed to be accepted when the Supplier issues the Order Acknowledgment, at which point and on which date the Contract shall come into existence (Commencement Date).
   • Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s website are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
   • Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue, unless otherwise stated in the quotation.
   • All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
   • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3. Supply of Goods
   • The Goods are described in the Goods Specification.
   • To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of 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 2 shall survive termination of the Contract.
   • The Supplier reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.
4. Delivery of Goods
   • The Supplier shall deliver or instruct a third-party carrier to deliver the Goods to the location set out in the Order Acknowledgement or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready.
   • Delivery of the Goods is deemed completed on the completion of the unloading of the Goods at the location set out in the Order Acknowledgement.
   • 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.
   • If the Supplier fails to deliver the Goods, the Supplier’s liability shall be limited to the cost of the undelivered Goods as specified on the Order but the Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by:
     • a Force Majeure Event; or
     • the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods
   • The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
     • conform in all material respects with the Goods Specification;
     • be free from material defects in design, material and workmanship; and
     • be fit for any purpose held out by the Supplier.
   • Where any manufacturer of the Goods provides a warranty or guarantee which extends beyond the Warranty Period, the Supplier shall, upon the Customer’s request, use reasonable endeavours to obtain for the Customer the benefit of such warranty or guarantee. Any such warranty or guarantee shall remain subject to the manufacturer’s terms and conditions, and the Supplier shall have no liability in respect of, or for the performance of, the manufacturer’s obligations under that warranty or guarantee.
   • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and risk
   • The risk in the Goods shall pass to the Customer on completion of delivery.
   • Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
   • Upon the Supplier’s receipt of payment in full (in cash or cleared fund) for the Goods, the title to the Goods shall pass to the Customer.
   • Until title to the Goods has passed to the Customer, the Customer shall:
     • ensure the Goods remain readily identifiable as the Supplier’s property;
     • 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;
     • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b) to clause 13.1(d); and
     • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
       • the Goods; and
       • the Customer’s ongoing financial position.
     • At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession and control, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Supplier.

7. Supply of Services
   • The Supplier may provide the Services itself or through agents, consultants or subcontractors engaged by it.
   • The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
   • The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Acknowledgement or any programme of works, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. Such performance dates may be extended where additional Service or Goods are required or requested.
   • 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.
   • The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
   • The Supplier warrants that any defects in the Services arising from defective workmanship and notified in writing to the Supplier within 12 months of Practical Completion of the Services shall, at the Supplier’s option, be remedied by the Supplier within a reasonable time.
   • The warranty in clause 7.6 shall not apply to any defect arising from:
     • fair wear and tear;
     • misuse, neglect or improper use;
     • accidental damage;
     • alterations, repairs or works carried out by the Customer or any third party without the Supplier’s prior written approval;
     • a failure to follow the Supplier’s instructions or recommendations; or
     • any act or omission of the Customer or a third party.
   • Any defect notified more than 12 months after Practical Completion of the Services shall not be covered by the warranty set out in clause 7.6 and the Supplier shall have no obligation to remedy such defect under that warranty.
   • If the Supplier fails to provide the Services, the Supplier’s liability shall be limited to the cost of the Services which it has failed to provide, as specified in the Order but the Supplier shall have no liability for any failure to provide the Services to the extent that such failure is caused by:
     • a Force Majeure Event; or
     • the Customer’s failure to provide the Supplier with adequate instructions.

8. Customer’s obligations
   • The Customer shall:
     • ensure that the terms of the Order and any information it provides in either or both the Service Specification and the Goods Specification are complete and accurate;
     • co-operate with the Supplier in all matters relating to the Services;
     • 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;
     • 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;
     • prepare the Customer’s premises for the supply of the Services, including removing stock, merchandise, furniture, equipment and other items as reasonably requested by the Supplier and ensuring that the areas in which the Services are to be performed are accessible and ready for the commencement of the Services;
     • obtain and at all times maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;
     • comply with all applicable laws, regulations and planning requirements, except to the extent that the Supplier has expressly agreed as part of the Services to obtain or comply with such applicable laws, regulations and planning requirements on the Customer’s behalf;
     • keep all materials, equipment and tools, documents, data 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;
     • comply with any additional obligations as set out in the Service Specification or the Goods Specification or both; and
     • promptly notify the Supplier of any matter relating to the Customer’s premises, including any known structural defects, concealed services, hazardous materials or access restrictions, which may affect the performance of the Services.
   • The Customer shall not give instructions directly to the Supplier’s agents, consultants or subcontractors in relation to the Services and acknowledge that the Supplier shall not be responsible for any additional cost, delay or defect arising from any such instruction unless subsequently approved in writing by the Supplier.
   • If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
     • without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Customer remedies the Customer Default, and 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;
     • 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 2; and
     • 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. Completion
   • The Supplier shall notify the Customer when, in its reasonable opinion, Practical Completion has been achieved.
   • Practical Completion shall not be prevented by the existence of any minor defects, omissions or snagging items which do not materially affect the use or occupation of the relevant premises.
   • Following Practical Completion, the Customer shall provide the Supplier with details of any snagging items within 14 Business Days.
   • The Supplier shall use reasonable endeavours to remedy any snagging items notified in accordance with clause 9.3 within a reasonable period.
   • The existence of snagging items shall not:
     • prevent Practical Completion from occurring;
     • entitle the Customer to refuse access to the premises;
     • entitle the Customer to withhold payment which has become due under the Contract; or
     • relieve the Customer from its obligation to make any payment due upon or following Practical Completion.

10. Charges and payment
    • The price for the Goods is the price set out in the Order Acknowledgment.
    • The charges for the Services shall be the charges set out in the Order Acknowledgement or otherwise agreed in writing between the parties.
    • Any estimate provided by the Supplier shall be an estimate only and shall not be binding unless and until incorporated into an Order Acknowledgement.
    • The Supplier reserves the right to give written notice to the Customer of an increase the price of the Goods and/or Services where such increase arises as a result of:
      • any variation to the Goods, Services, Goods Specification or Service Specification requested or approved by the Customer;
      • any delay, disruption or additional work caused by the Customer;
      • any unforeseen site conditions, hidden defects, structural issues, existing services or conditions which could not reasonably have been identified prior to the date of the Order Acknowledgement;
      • any failure by the Customer to provide information, approvals, access or instructions required by the Supplier;
      • increases in the cost of labour, materials, transport, utilities, taxes, duties or other costs beyond the Supplier’s reasonable control; or
      • compliance with any applicable law or regulatory requirement.
    • Following notification under clause 10.4, the Customer shall notify the Supplier in writing as soon as possible, and in any event within 3 Business Days, whether it accepts the proposed increase.
    • If the Customer:
      • accepts the proposed increase, the price for the relevant Goods and/or Services shall be adjusted accordingly; or
      • does not accept the proposed increase, the Supplier shall be entitled to suspend performance of the affected Goods and/or Services until the parties agree how to proceed and, where the additional costs relate to circumstances which prevent the Supplier from reasonably performing the Contract in accordance with the Order Acknowledgement, the Supplier shall be entitled to terminate the Contract on written notice to the Customer.
    • The Supplier may require payment of a deposit before commencing performance of the Contract and shall have no obligation to commence performance until such deposit has been received in cleared funds.
    • Where the quotation or Order Acknowledgement specifies a deposit, payment schedule, stage payments or milestone payments, the Customer shall make payment in accordance with that schedule.
    • The Supplier may invoice the Customer:
      • for any amount due following issue of the Order Acknowledgement;
      • in accordance with any agreed payment schedule, including any deposit, stage payment or milestone payment arrangement as provided in the Order Acknowledgement;
      • in respect of Goods, on or at any time after delivery or at such earlier stages as specified in the Order Acknowledgement; and
      • in respect of Services, on completion of the Services or at such earlier stages as specified in the Order Acknowledgement.
    • The Customer shall pay each invoice submitted by the Supplier:
      • within 7 Business Days of the date of the invoice, unless otherwise specified in the Order Acknowledgement; and
      • in full and in cleared funds to a bank account nominated in writing by the Supplier.
    • Time of payment to the Supplier shall be of the essence of the Contract.
    • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.
    • 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 13, 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 13 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).
    • The Customer shall indemnify the Supplier against all reasonable costs and expenses (including legal costs on a full indemnity basis) incurred by the Supplier in recovering any sums due under the Contract from the Customer.
11. Intellectual property rights
    • 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 the Customer) shall be owned by the Supplier.
    • The Supplier grants to the Customer a non-exclusive licence during the term of the Contract to use the Deliverables solely for the purposes of receiving the Services or completing the fit-out works at the premises specified in the Order Acknowledgement (Premises) and such licence is granted only until such time as the Services have been delivered or the fit-out works at the Premises have been completed or this Contract terminates (whichever is earlier). For the avoidance of doubt, the Customer shall have no right to modify the Deliverables, nor any right to use the Deliverables for any other premises other than the Premises without the prior written consent of the Supplier.
    • The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.
    • The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
12. Limitation of liability
    • The limits and exclusions in this clause 12 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.
    • References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
    • Nothing in the Contract limits any liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • 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);
      • defective products under the Consumer Protection Act 1987;
      • any liability that legally cannot be limited; or
      • the Customer’s payment obligations under the Contract.
    • Subject to clause 3, the Supplier’s total liability to the Customer shall not exceed the total amount paid or payable by the Customer under the relevant Order Acknowledgement.
    • Subject to clause 3, the following types of loss are wholly excluded:
      • loss of profits (including loss of anticipated savings);
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of use or corruption of software, data or information;
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • To the fullest extent permitted by law, 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 excluded from the Contract.
    • This clause 12 shall survive termination of the Contract.
13. Termination
    • 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 any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 Business Days after being notified in writing to do so;
      • the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 1(b);
      • the other party suspends or ceases, or threatens to suspend or cease carrying on business; or
      • the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the material terms of the Contract is in jeopardy.
    • 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:
      • the Customer fails to pay any amount due under the Contract on the due date for payment; or
      • there is a change of control of the Customer.
    • 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 1(b) to clause 13.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
    • The Customer may terminate the Contract at any time by giving written notice to the Supplier. Any such termination shall be subject to clause 14 (Consequences of termination).
14. Consequences of termination
    • Where the Customer cancels a Contract under clause 4 which involves refurbishment or fit out to the Customer’s premises at any time after the Supplier has issued the Order Acknowledgement, the Customer shall be obliged to pay compensation to the Supplier (Termination Compensation). Termination Compensation shall mean the sums calculated in accordance with the table below. The amount of the Termination Compensation will depend on the time which has elapsed between the date of the Order Acknowledgement and the planned installation date (“Lead Time”):

• Where the Customer has paid a deposit before giving notice to terminate the Contact under clause 4, the Supplier shall be entitled to retain from the deposit an amount equal to the Termination Compensation and where the deposit is greater than the Termination Compensation the Supplier shall return the balance to the Customer. Where the Termination Compensation exceeds the deposit, the Supplier shall be entitled to retain the deposit and the Customer shall be obliged to pay the shortfall between the deposit and the Termination Compensation to the Supplier within a period of 14 Business Days after being notified in writing to do so.

The Company may, at its complete discretion, reduce the percentages set out above according to costs and time incurred.

• Termination of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination, 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.
• Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15. Confidentiality
    • Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 30 Business Days, the party not affected may terminate the Contract by giving not less than 14 Business Days’ written notice to the affected party.

17. General
    • Assignment and other dealings
      • 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.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    • Notices
      • Any notice 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 email to an address substituted in writing by the party to be served.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, 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, at 9.00 am on the second Business Day after posting; or
        • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
      • 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.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
    • Waiver
      • Except as set out in clause 7, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
      • A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it 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.
      • Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • Third party 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 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.