Terms and Conditions

(A) The Supplier carries on the business of selling the Products.
(B) The Customer wishes to buy and the Supplier wishes to supply the Products in accordance with and subject to these Terms.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these Terms.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Commencement Date: the date of these Terms.
Confidential Information: has the meaning given in clause 18.1.
Retail Prices Index: the Retail Prices Index (all items) (United Kingdom).
Delivery: completion of delivery of an Order in accordance with clause 7.1 or clause 7.5.1.
Force Majeure Event: has the meaning given in clause 19.
Group: in relation to a company, that company, its subsidiaries, its holding companies and their subsidiaries.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world and Intellectual Property Right means any one of the Intellectual Property Rights.
Month: a calendar month.
Order: an order for the purchase of Products submitted by the Customer to the Supplier in hard copy form (Purchase Order) or in electronic form (Electronic Order).
Order Confirmation: a written or electronic acknowledgement which may be issued by the Supplier in response to an Order.
Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 4.3.
Product Price Adjustment: has the meaning given in clause 12.4.
Product Price Adjustment Notice: has the meaning given in clause 12.4.
Product Prices: the prices of the Products as determined in accordance with clause 12.1 and Product Price means the price of an individual Product as determined in accordance with that clause.
Products: the products specified in any Order and, where the context requires, the Products ordered by and supplied to the Customer.
Representatives: has the meaning given in clause 18.2.
Subsidiary: has the meaning given in section 1159 Companies Act 2006.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Year: a calendar year.

1.2 Clause and paragraph headings shall not affect the interpretation of these Terms.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person´s legal and personal representatives, successors and permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders.

1.6 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of these Terms.

1.7 Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.8 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule.

1.9 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. SUPPLY OF THE PRODUCTS

2.1 The Supplier shall supply and the Customer shall purchase such quantities of Products as the Customer may order under clause 4 in accordance with these Terms.

3. APPLICABILITY, OFFERS, QUOTATIONS

3.1 Unless expressly stipulated otherwise, these Terms apply to all Orders between the Customer and the Supplier relating to the sale of the Products and supersede all prior or contemporaneous oral and/or written communications, proposals, warranties and representations with respect to the subject matter of the Order. The Order contains the entire agreement between the parties in relation to its subject matter and each party irrevocably and unconditionally waives any right it may have to claim damages for, and/or to rescind the Order because of breach of any warranty not contained in the Order, or any misrepresentation whether or not contained in the Order, unless such misrepresentation was made fraudulently. For the avoidance of doubt, any conditions of purchase or any other standard conditions of Customer set forth in or referred to on the Order, correspondence, stationery or other trade forms are hereby expressly declared inapplicable to any Order and notice of rejection to which is hereby given.

3.2 In the event of any inconsistency between any clause or schedule in an Order, the following order of precedence will apply (in descending order):

3.2.1 these Terms;
3.2.2 the Order Confirmation; and
3.2.3 the Order.

3.3 Quotations (if applicable and whether written or oral) by the Supplier are not binding on the Supplier and shall constitute an invitation to treat and shall, with respect to the prices specified, remain valid for a period of thirty (30) days from date of issue.

3.4 All Orders placed with the Supplier by the Customer for Products shall constitute an offer to the Supplier and shall not come into being until accepted by the Supplier. The Supplier shall be free to accept or decline such offer at its absolute discretion.

4. ORDERS

4.1 The Customer may order Products by:

4.1.1 submitting an Electronic Order in the manner directed by the Supplier; or
4.1.2 submitting a Purchase Order to the Supplier (and the Customer acknowledges that Electronic Orders for certain Products may, at the Supplier’s discretion, need to be confirmed in a Purchase Order),

in each case specifying the type and quantity of Products required, the Products' code numbers if applicable and referencing the Supplier’s quotation number(s).

4.2 The Supplier's acceptance of an Order is effective upon the earlier of:

4.2.1 issuing an Order Confirmation to the Customer; or
4.2.2 delivering the Products

and such acceptance will constitute a contract and create a binding commitment for the purchase of those Products. Until such time, the Order shall not be deemed to be accepted by the Supplier.

4.3 The Supplier shall assign an Order Number to each Order it accepts and notify such Order Numbers to the Customer. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.

4.4 For the purposes of placing Electronic Orders, Customer represents and warrants that all of Customer's employees who submit Orders are authorised by Customer to do so.

5. QUALITY AND PACKING

5.1 The Supplier will use its reasonable endeavours to assign to, or procure for the benefit of, the Customer any warranties generally made available by any third party manufacturer or distributor of the Products. Save as expressly provided in the Order the Supplier does not provide any warranty relating to the Products.

5.2 The Customer's sole and exclusive remedy and the Supplier’s entire liability for breach of any warranties, conditions, terms, representations, statements, undertakings and/or obligations in relation to the Products will be (at the Supplier’s option): (a) the repair of defective Product; (b) the replacement of defective Product or (c) the issuance of a credit note to the Customer in respect of such Product. Title in all defective Products in respect of which the Customer makes a claim under this clause 5.2 shall transfer back to the Supplier.

5.3 The Customer's remedy at clause 5.2 is subject to the Customer:

5.3.1 notifying the Supplier in writing (providing all applicable details) as soon as the Customer becomes aware of any such defect; and
5.3.2 allowing the Supplier and/or the manufacturer of the Product to investigate the defective product (including permitting entry to the Customer’s place of business).

5.4 No warranty will apply to any Product which:

5.4.1 has been modified, altered or adapted without the Supplier’s written consent or otherwise handled contrary to the Supplier’s instructions;
5.4.2 is defective due to fair wear and tear or wilful damage; or
5.4.3 has been stored in abnormal conditions.

5.5 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

5.6 The Supplier shall use its reasonable endeavours to ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.

6. CHANGES TO THE PRODUCTS

6.1 The Supplier reserves the right to make any changes to the Products that are necessary to ensure that they conform to any applicable safety or statutory requirements.

6.2 The Supplier reserves the right to make minor modifications to the Products as the Supplier in its absolute discretion considers necessary or desirable without requiring prior notification to or approval from the Customer.

7. DELIVERY

7.1 Delivery of an Order shall be completed when the Supplier places the Order at the Customer's disposal at the delivery location.

7.2 The Supplier may deliver Orders by instalments, which may be invoiced and paid for separately. References in these Terms to Orders shall, where applicable, be read as references to instalments.

7.3 Delays in the delivery of an Order shall not entitle the Customer to refuse to take delivery of the Order.

7.4 The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under these Terms.

7.5 If the Customer fails to take delivery of an Order on the date of delivery, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under these Terms:

7.5.1 the Order shall be deemed to have been delivered at 9.00am on the date of delivery; and
7.5.2 the Supplier shall store the Order until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

7.6 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order, including the code numbers of the Products, and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.

7.7 The parties agree that if, in respect of an Order, the Supplier delivers up to and including 5 % more or less than the quantity of Products ordered, the Customer shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.

7.8 The Supplier reserves the right to decline to deliver an Order in the event that the Supplier reasonably believes that:

7.8.1 it would be unsafe, unlawful or unreasonably difficult to deliver; or
7.8.2 the delivery location or access to the delivery location is unsafe for the delivery vehicle

and the Supplier shall notify the Customer of such decision and the parties shall rearrange delivery or collection of the Products provided that the Supplier shall incur no liability to the Customer whatsoever arising from such refusal to deliver including for the avoidance of doubt any direct, indirect or consequential loss or increase in the Product Price.

7.9 If the Supplier requires the Customer to return any packaging materials to the Supplier that fact shall be clearly stated on the delivery note accompanying the relevant Order. Returns of packaging materials shall be at the Supplier's expense.

8. ACCEPTANCE AND DEFECTIVE PRODUCTS

8.1 The Customer may reject any Products delivered to it that do not comply with any warranty provided under clause 5.1, provided that notice of rejection is given to the Supplier:

8.1.1 in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery; and
8.1.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent.

8.2 If the Customer fails to give notice of rejection in accordance with clause 8.1, it shall be deemed to have accepted such Products.

8.3 If the Customer rejects Products under clause 8.1 the provisions of clause 5.2 shall apply.

8.4 Following any action taken by the Supplier in accordance with clause 5.2, the Supplier shall have no further liability to the Customer in respect of the rejected Products' failure to comply with clause 5.1.

8.5 These Terms shall apply to any repaired or replacement Products supplied by the Supplier.

9. RETURN OF THE PRODUCTS

9.1 The Supplier will only accept the return of the Products from the Customer if the following conditions are met:

9.1.1 the Products are in the same condition as they were in when the Supplier Delivered and;
9.1.2 the Customer has made prior arrangements with the Supplier which have been confirmed in writing by the Supplier to the Customer and;
9.1.3 the Customer has paid an handling charge to the Supplier

9.2 Any Products returned to the Supplier that do not comply with the requirements of clause 9.1.1 (which the Supplier will determine at its absolute discretion) will be subject to a refurbishment fee of £1.00 per individual Product plus VAT.

10. EXPORT TERMS

10.1 Where the Products are supplied to the Customer for export outside the United Kingdom the incoterms published by the International Chamber of Commerce (Incoterms) will apply to the extent that they are not inconsistent with the terms and conditions contained within these Terms.

10.2 The Products are supplied ex works from the Suppliers place of manufacture unless otherwise agreed in writing between the parties.

10.3 In circumstances where the Supplier has agreed to transport the Products to the Customer by a route including sea transport the Supplier is under no obligation to give the Customer notice as required by s 32(3) of the Sale of Goods Act 1979.

10.4 The Customer shall be responsible for inspecting and testing the Products at the premises of the Supplier before shipment, unless otherwise agreed.

10.5 The Supplier will not be liable for any defects that are apparent on normal visual inspection unless the defect is brought to the attention of the Supplier before the Product is removed from the Supplier’s place of manufacture. For the avoidance of doubt the Supplier will not be responsible for any damage to the Products following their removal from the Supplier’s place of manufacturer.

10.6 The Supplier will not be liable for death or personal injury arising from the use of the Products where the conditions within s26 of the Unfair Contract Terms Act 1977 are met.

11. TITLE AND RISK

11.1 The risk in Products delivered to the Customer shall pass to the Customer on Delivery.

11.2 Title to Products delivered to the Customer shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

11.2.1 such Products; and
11.2.2 all other sums which are or which become due to the Supplier from the Customer for sales of Products or on any account.

11.3 Until title to Products has passed to the Customer, the Customer shall:

11.3.1 hold such Products on a fiduciary basis as the Supplier's bailee;
11.3.2 store such Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
11.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
11.3.4 maintain such Products in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect such Products and the policy of insurance, provided always that the Customer may resell or use Products in the ordinary course of its business.

11.4 If before title to Products passes to the Customer the Customer becomes subject to any receivership, administrative receivership, liquidation, or if an officer is appointed over or in respect of the Customer or any part of its business or assets or a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on the Customer then, provided that such Products have not been resold and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up such Products and, if the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.

12. PRODUCT PRICES

12.1 The Product Prices shall be determined by the Supplier in its sole discretion on an Order by Order basis.

12.2 The Product Prices are exclusive of amounts in respect of VAT. 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 a supply of Products.

12.3 The Product Prices are inclusive of the costs of packaging, insurance and carriage of the Products, which shall be paid by the Customer.

12.4 If increases in (a) the costs of raw materials used during production or delivery or (b) the Retail Prices Index exceed 2% over any consecutive three Month period, the Supplier shall have the right to adjust the Product Prices to reflect such increase (Product Price Adjustment). The Supplier shall give the Customer not less than one Month's prior notice in writing of proposed changes (Product Price Adjustment Notice).

12.5 Pending determination of a Product Price Adjustment under clause 12.4, the Product Prices then in force shall continue to apply. Once the Independent Expert determines the appropriate adjustment, the adjusted Product Prices shall be deemed to apply with effect from the date set out in the original Product Price Adjustment Notice. Within one Month of determining the Product Price Adjustment, the Customer shall pay the Supplier any outstanding sums due in respect of its purchases of Products since the relevant date, together with any applicable VAT.

12.6 The Supplier shall provide all such evidence as the Customer may reasonably request in order to verify:

12.6.1 invoices submitted by the Supplier; and
12.6.2 increases in the costs of raw materials or the Retail Prices Index.

12.7 In addition, the Supplier shall, on request, allow the Customer to inspect and take copies of (or extracts from) all relevant records and materials of the Supplier relating to the supply of the Products as may be reasonably required in order to verify such matters.

13. TERMS OF PAYMENT

13.1 Customers without an approved credit account shall pay the Supplier’s invoice in full in cash or in cleared funds prior to Delivery.

13.2 Customers with an approved credit account shall pay the Supplier’s invoice in full or in cleared funds within 30 days of the date of the invoice unless otherwise agreed in writing. Payment shall be made to the bank account nominated in writing by the Supplier.

13.3 Each invoice shall quote the relevant Order Numbers.

13.4 If a party fails to make any payment due to the other under these Terms by the due date for payment (Due Date), then, without limiting the other party's remedies under these Terms, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above The Royal Bank of Scotland's base lending rate from time to time.

13.5 Notwithstanding the provisions of clause 13.4, the Supplier reserves the right to charge interest on sums that remain unpaid by the Due Date at the rate set out under s 6 of the Late Payment of Commercial Debts (Interest) Act 1998 and to recover both fixed sum compensation from the Customer under s 5A Late Payment of Commercial Debts (Interest) Act 1998 as well as all legal and other costs and expenses incurred in securing payment from the Customer in accordance with the provisions of clause 13.11.

13.6 Interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment and shall be compounded on the first day of each Month. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.

13.7 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, the dispute shall be resolved in accordance with clause 22. Where only part of an invoice is disputed, the undisputed amount shall be paid on the Due Date as set out in clauses 13.1 and 13.2 as applicable.

13.8 In the event that the Customer fails to pay all monies due on the Due Date, the Supplier further reserves the right at any time and without notice to:

13.8.1 suspend or cancel future deliveries and to cancel any discretionary discounts offered to the Customer; and/or
13.8.2 withdraw, restrict or reduce the credit limit granted to the Customer; and/or
13.8.3 bring forward any future due date for payment.

13.9 The Customer shall not be entitled to set off any amount owed to it by the Supplier under this or any other agreement against any amounts payable by it to the Supplier under this or any other agreement.

13.10 All payments payable to the Supplier or the Customer under these Terms shall become due immediately on its termination. This clause 13.10 is without prejudice to any right to claim for interest under the law or under these Terms.

13.11 The Customer undertakes to indemnify the Supplier and keep the Supplier fully indemnified against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any breach by the Customer of any of its obligations under these Terms.

14. INDEMNITY

14.1 The Supplier shall use its reasonable endeavours to assign to, or procure for the benefit of, the Customer any Intellectual Property Rights indemnity generally made available to the Supplier or at the Supplier’s option made publicly available by any third party manufacturer or distributor of the Products. The Customer acknowledges that:

14.1.1 any such indemnity will be subject to such terms and conditions as may be imposed by such third party manufacturer or distributor; and
14.1.2 the Supplier shall not, and shall not be required to, grant any indemnity to the Customer for any intellectual property infringement or otherwise.

14.2 This Clause states the entire liability of the Supplier and the exclusive remedies of the Customer for any claim(s) that the Products infringe a third party’s Intellectual Property Rights.

14.3 Nothing in this clause shall restrict or limit the Customer's general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.

15. LIMITATION OF LIABILITY

15.1 This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of:

15.1.1 any breach of these Terms;
15.1.2 any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

15.2 Nothing in these Terms shall limit or exclude the liability of either party which cannot at law be limited or excluded including:

15.2.1 death or personal injury resulting from negligence; or
15.2.2 fraud or fraudulent misrepresentation.

15.3 Subject to clause 15.2, neither party shall be liable to the other, whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise for: loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; loss or corruption of data or information; any special, indirect or consequential damage suffered by the other party.

15.4 Subject to clause 15.2 and clause 15.3, the Supplier's total liability arising under or in connection with any Order under these Terms, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, shall be limited to the cost of the Order the subject of the claim.

16. ASSIGNMENT AND SUB-CONTRACTING

Neither party may assign or transfer or sub-contract any of its rights, benefits or obligations under these Terms without the prior written consent of the other party, provided that either party may assign, transfer or sub-contract its rights and obligations under these Terms to another member of its Group.

17. DATA PROTECTION

17.1 The Supplier may transfer information about the Customer to its bankers and financiers for the purposes of providing services and in order to:

17.1.1 obtain credit insurance;
17.1.2 make credit reference agency searches;
17.1.3 undertake credit control activities;
17.1.4 undertake assessment and analysis of Customer accounts (including conducting credit scoring, market, product and statistical analysis);
17.1.5 undertake securitisation measures; and
17.1.6 carry out any other activity required for the purpose of protecting the Supplier’s interests.

18. CONFIDENTIALITY

18.1 Each party undertakes that it shall not at any time during these Terms and for a period of two years after termination disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its Group, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as permitted by clause 18.2.

18.2 Each party may disclose the other party’s Confidential Information:

18.2.1 to its employees, officers, agents, consultants or sub-contractors (Representatives) who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 18 as though they were a party to these Terms. The disclosing party shall be responsible for its Representatives´ compliance with the confidentiality obligations set out in this clause; and
18.2.2 as may be required by law, court order or any governmental or regulatory authority.

18.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

19. FORCE MAJEURE

19.1 Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under these Terms save as to payment so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.

19.2 A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:

19.2.1 notify the other party of the nature and extent of such Force Majeure Event; and
19.2.2 use all reasonable endeavours to remove any such causes and resume performance under these Terms as soon as feasible.

19.3 For the purposes of this clause 19, a Force Majeure Event means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.

20. GENERAL

20.1 If any provision of these Terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20.2 Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to these Terms and the transactions contemplated by it.

20.3 Any variation of these Terms must be in writing and signed by or on behalf of the parties.

20.4 Any waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. No failure to exercise or delay in exercising any right or remedy provided under these Terms or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy under these Terms shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 No term of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

20.6 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

21. NOTICES

21.1 All notices and/or communications between the parties about the agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or email:

21.1.1 (in case of communications to the Supplier) to its registered office or such changed address as shall be notified to the Customer by the Supplier, fax number 020 7569 2601, email address info@goentertain.tv; or
21.1.2 (in the case of communications to the Customer) to the registered office of the addressee (if it is a company) or to any address of the Customer set out in any document which forms part of the agreement or such other address as shall be notified to the Supplier by the Customer from time to time.

21.2 Communications shall be deemed to have been received:

21.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
21.2.2 if delivered by hand, on the day of delivery; or
21.2.3 if sent by fax on a Business Day prior to 4 pm at the time of transmission and otherwise on the next working day;
21.2.4 if sent by email, on the date of transmission, provided that a confirming copy thereof is sent by first class pre paid post to the other party at the address referred to in Condition 21.1 within 24 hours after transmission.

21.3 Communications addressed to the Supplier shall be marked for the attention of Managing Director.

22. GOVERNING LAW AND JURISDICTION

22.1 These Terms and any dispute or claim arising out of or in connection with them or its subject matter shall be governed by and construed in accordance with English law.

22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter.