- In these conditions the following definitions have the following meanings:
- Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.Buyer: a person or organisation who purchases the Goods and/or Services from the Company in accordance with these Conditions.Commencement Date: has the meaning given to it in clause 3.2.
- Company: Karnetic Limited registered in England and Wales with company registration number 09064942 and whose registered office is at Unit 3, Chalklands Place, Eastern Avenue, Dunstable, Bedfordshire, LU5 4JY.
- Conditions: these terms and conditions as amended from time to time in accordance with clause 2.7.
- Contract: the contract between the Company and the Buyer for the supply of the Goods and/or Services in accordance with these Conditions.
- Delivery Location: means the delivery location as agreed in writing under separate cover or in the absence of the same, the Buyer’s usual business address as set out in the Order.
- Force Majeure Event: means the circumstances or causes beyond either party’s reasonable control, including but not specifically limited to those events or circumstances as set out in clause 13.1.
- Goods: the goods (or any part of them) to be supplied by the Company to the Buyer as set out in the Order.
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.
- Order: the Buyer’s order for the supply of Goods and/or Services.
- Services: the services to be supplied by the Company to the Buyer as set out in the Order and in accordance with any agreed specification, if required.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its successors and permitted assigns.
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
2. BASIS OF THE CONTRACT
- All quotations are made, all Orders are received and accepted and all Contracts are entered into by the Company for the sale and purchase of the Goods and/or Services subject to these Conditions and to the exclusion of all other conditions. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
- All previous terms and conditions of the Company and any terms or conditions stipulated by the Buyer at any time are hereby excluded and negated unless expressly agreed otherwise in writing by the Company and these Conditions apply to the Contract to the exclusion of any other terms that the Buyer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- No terms, conditions, warranties or representations not recorded herein shall be binding on the Company, except where such is implied into the Contract by statute, act or common law and is not specifically excluded hereunder.
- All export shipments will be governed by the most recent International Chamber of Commerce Rules for International Commercial Terms (the “Incoterm Rules”).
- Typographicl errors or ommissions are subject to correction.
- Illustrations, descriptions and dimensons in the Company’s catalogue, price list or other documents, are approximate only and are intended only to present a general idea of the Goods and/or Services to which they refer and shall not form part of the Contract nor shall they constitue representations or warranties, whether express or implied, nor in any event shall the Company be liable in respect thereof. The Compay reserves the right to change specifciations without prior notice at its absolute discretion.
- Except as set out in these Conditions, no variation to these Conditions shall be effective unless it is in writing and signed by both parties (or by each of their authorised representatives).
3. QUOTATIONS, ORDERS, AND ACCEPTANCE
- Unless otherwise stated in writing any quotation issued by the Company will remain open for 28 days from its date of issue and shall then lapse.
- A quotation shall not constitute an offer by the Company to the Buyer. The Order constitutes an offer by the Buyer to purchase the Goods and/or Services in accordance with these Conditions. Any Order placed by the Buyer, whether or not based on a quotation issued by the Company, shall be subject to written acceptance by the Company and/or acceptance by performance, at which point and on which date the Contract shall come into existence (the “Commencement Date”). All Orders must be accompanied by sufficient information to enable the Company to proceed with the execution of the Order.
- The Buyer must declare to the Company the Delivery Location of any Goods.
- All Contracts are subject to the Buyer’s credit being approved by the Company and upon entry into the Contract the Company reserves the right to undertake a credit check with a suitable credit reference agency of its choice against the Buyer.
- The Company reserves the right to terminate the Contract in accordance with clause 10.1.4, without any liability on the part of the Company, if it is of the opinion that the Buyer’s credit history is inadequate.
4. IMPORT AND EXPORT LICENCES
- The Buyer must obtain at its sole expense and responsibility any import or (where the Company instructs the Buyer to do so) export licence or licences required for the import or export of the Goods.
- The Company shall be under no liability whatsoever in respect of Goods exported without the necessary import or (where the Company has instructed the Buyer to obtain export licences) export licences.
- The price for the Goods required by the Buyer shall be fixed for the quotation period, that being 28 days from the date of issue of the quotation by the Company.
- The price for the Goods shall be the price as set out in the Order or, if no price is quoted or the Buyer places an Order after the expiry of the quotation period, the price set out in the Company’s published price list as at the date the Order is accepted.
- Unless otherwise specified, all prices are quoted, all orders accepted, and all invoices rendered at FCA or Ex-Works, United Kingdom Prices.
- The price for the Goods shall be exclusive of all costs and charges of insurance, transport of the Goods and import and export licences where necessary, which shall be the responsibility of and payable by the Buyer. Any expenses incurred by the Company, in addition to the price payable for the Goods in question, will be invoiced to the Buyer.
- All amounts payable by the Buyer 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 Company to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Company, pay to the Company 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.
- The charges for Services shall be calculated on a time and materials basis as set out in the Order. The Company shall be entitled to charge the Buyer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
- Any acceptance by the Company of any Order placed by the Buyer shall be conditional and shall not be binding upon the Company unless and until:
- the full purchase price for the Goods comprised in the Order is to be paid in cleared funds to a bank account nominated in writing by the Company when the Order is accepted by the Company; or
- the Order is accompanied by an irrevocable letter of credit in favour of the Company, raised in the currency agreed and confirmed by a UK bank nominated by the Company; or
- if the Company allows trading on an open account with stipulated payment terms, such terms are complied with by the Buyer. Unless otherwise specified in writing, payment in full is required within 30 days from the date of the invoice to the account as specified in writing by the Company.
- Time for payment shall be of the essence of the Contract.
- Where the Order is to be, or may be fulfilled in separate instalments, deliveries or parts, payment for each such instalment, delivery or part shall be made as if the same constitutes a separate agreement unless otherwise specifically agreed in writing between the parties.
- If the Buyer fails to pay any invoice when due or, where necessary, settle its credit account with the Company within a reasonable period of time, or in the instance the Buyer becomes subject to any of the events listed in clause 10.1.1 to 10.1.4, then without prejudice to any other rights afforded to the Company, the Company reserves the right to suspend any deliveries of Goods to the Buyer and/or the provision of any Services until such payment is received, and the Buyer will be required to reimburse the Company for any costs incurred by it in recovering the fees.
- In the event that any invoices are overdue for payment, all other invoices that have been raised but are not yet due for payment will become immediately payable by the Buyer. The Buyer must settle its account with the Company with immediate effect and will be unable to place any further Orders until payment of all invoices has been made in full.
- In the event that the Buyer disputes any invoice raised by the Company, whether in whole or in part, the Company must be notified in writing in accordance with the provisions outlined in clause 18.1 within 5 Business Days of the Buyer’s receipt of the invoice, after which the Buyer shall be deemed to have accepted the invoice and shall not be entitled to dispute the invoice and any payments already made.
- The Company reserves the right, at its sole discretion, to reduce or withdraw any previously agreed credit limits if the Buyer’s payment history falls below a level that is deemed acceptable by the Company. No further Orders may be placed in the instance it would render the Buyer outside the maximum pre-agreed credit limit.
- The Company may charge interest, at its disrection, on any Buyer’s account that may be overdue, including any invoices from the due date until payment, whether before or after judgment. Interest under this clause 6.8 will accrue each day at a rate of at the rate of 8 percent per annum above the base rate of the Company’s elected bank from time to time, but at 8 percent per annum 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 Company may, if required, without limiting its other rights or remedies, set off any amounts owing to it by the Buyer against any amount payable by the Company to the Buyer.
- Time for delivery shall not be of the essence of the Contract. Any date of delivery specified is an estimate only. Whilst the Company will use its reasonable commercial endeavours to deliver the Goods and/or Services by the date(s) specified (if any), it shall not be liable in any way for any delay in delivery howsoever caused, including due to a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and/or Services, nor shall such a delay entitle the Buyer to reject the Goods and/or Services or treat the Contract as repudiated, or render the Company liable for any damages in any way.
- The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Company notifies the Buyer that the Goods are ready for delivery. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location. If advance notice of approximate time of delivery is required by the Buyer this must be specified in the Order.
- The Buyer must accept delivery of the Goods upon the delivery date specified in the Order and if the Buyer, for whatever reason, fails to do so any invoices raised, or intended to be raised, will nevertheless become payable and due. In addition, the Company reserves the right to charge for all reasonable storage costs incurred and any other expenses incurred as a consequence of the Buyer’s failure to accept the Goods and the Company shall not be required to deliver the Goods until such charges have been paid in full by the Buyer.
- The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
- All delivery, packaging and duty charges are to be re-charged to the Buyer, unless expressly agreed otherwise in writing by the Company.
8. CANCELLATION AND VARIATION
- No right is given to the Buyer to cancel or vary the Contract. If the Buyer wishes to cancel the Contract at any time, cancellation charges shall be payable, unless otherwise agreed in writing by the Company, in order to recover costs incurred up to the date of such cancellation. Such cancellation charges shall be calculated as follows:
- For standard items: A cancellation charge calculated at 20 percent of the Company’s price stated for each such item as at the date of cancellation.
- For special items: Once manufacture has commenced, cancellation of such items made to the Buyer’s specific requirements will involve, in addition to the cancellation charge specified for the comparable Standard Items as above, all manufacturing costs and any other costs and expenses incurred in relation to such items, up to date of cancellation, or as a consequence of such cancellation.
- The parties agree that these cancellation charges represent a genuine pre-estimate of the Company’s losses incurred on cancellation of any Orders by the Buyer.
- If the Buyer wishes to vary any part of an Order, the Company will inform the Buyer of the cost and other consequences of such variation. The Company will only proceed with such variation if and when it receives the Buyer’s undertaking to pay such costs and accept the other consequences of the variation.
- The Company reserves the right to increase the price of the Goods, by giving notice to the Buyer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increase in labour, materials and other manufacturing costs, any request by the Buyer to change the delivery date(s), or the quantities or types of the Goods ordered).
- The Company may increase the charges payable for any Services on an Order by Order basis depending on the extent and level of the Services required.
9. TITLE AND RISK
- The risk in the Goods will pass to the Buyer on delivery to the Buyer, or the Buyer’s carrier.
- Until payment in full has been received by the Company for all Goods sold by the Company to the Buyer under the Contract:
- title to, and ownership of, the Goods shall remain vested with the Company;
- the Buyer shall keep the Goods free from any charge, lien or other encumbrance and separate the Goods from other goods on the Buyer’s premises so as to be readily identifiable as the Company’s Goods and shall not remove, obliterate or deface any words or labels on the Goods or any part thereof and the Buyer shall mark the Goods conspicuously as being the property of the Company; and
- the Company reserves the right to dispose of the Goods and the Company may enter upon the Buyer’s premises at all reasonable times to recover the Goods for this purpose.
- Without prejudice to the foregoing, the Buyer shall be at liberty to sell the Goods or such other goods to bona fide third parties in the normal course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time it does so as principal and not as the Company’s agent and title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
- Without prejudice to any other rights or remedies afforded to it, the Company shall have the right to forthwith terminate the Contract or any part or parts thereof by notice in writing to the Buyer and to claim for any resulting losses or expenses if the Buyer:
- commits a material breach of its obligations under the Contract (other than in respect of payment) and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so. In this clause 10.1.1, material breach means a substantial part of the Contract or in the event that the Buyer may breach clauses 7, 9 or 18;
- takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- has a financial position which deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- The Company may terminate the Contract with immediate effect if the Buyer fails to make any payment under the Contract by its due date.
11. CONSEQUENCES OF TERMINATION
- On termination of the Contract:
- the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt; and
- the Buyer shall return all of the Company’s materials and any deliverables or Goods which have not been fully paid for. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
12. INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights arising out of or in connection with the Goods and/or Services (other than the Intellectual Property Rights in any materials provided by the Buyer) shall remain vested in the Company at all times and the Buyer will, at the request of the Company, do any act and execute any documents necessary to confirm such rights in or transfer such rights to the Company. The Buyer shall not reproduce the design of the Goods or any sample, model, design or drawing supplied to the Buyer without the Company’s prior written permission and all drawings supplied to the Buyer shall be returned to the Company forthwith upon receipt of the Company’s request.
- The Company grants to the Buyer, or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy any deliverables (excluding materials provided by the Buyer) for the purpose of receiving and using the Services and any deliverables in connection with its business.
- The Buyer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.
- The Buyer grants the Company a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify its materials (if any) provided to the Company for the term of the Contract for the purpose of providing the Services to the Buyer.
- The Buyer shall indemnify the Company against all losses, damages, costs and expenses suffered by the Company or to which the Company may become liable as a result of any work done in accordance with the Buyer’s specification(s) or instructions which involves infringement or any alleged infringement of any third party’s Intellectual Property Rights.
- If the Buyer uses or sells the Goods and/or Services or makes any modification to the Goods and/or Services that have not been duly authorised by the Company in such a way as to infringe any third party’s Intellectual Property Rights, the Company shall not be responsible for such infringement and the Buyer agrees to indemnify the Company from and against all liability arising therefrom.
13. FORCE MAJEURE
- For the purposes of the Contract, a force majeure event means an event beyond the reasonable control of the parties including, but not limited to, strikes or other industrial disputes (whether involving either parties workforce or any other party), failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of subcontractors, or epidemic or pandemic (“Force Majeure Event”).
- Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than in accordance with clause 6) as a result of any Force Majeure Event. The time for performance of such obligations shall be extended accordingly, excluding time for payment in accordance with clause 6 unless otherwise determined by the Company in accordance with clause 13.3.
- In the instance that the Company is unable to perform its obligations under the Contract, or to achieve delivery of the Goods and/or provisions of any Services required within the estimated delivery and/or timescales, the Buyer shall be entitled to re-schedule the delivery and/or provision of the Services only and will in no circumstances be entitled to a refund or relief in respect of any payments made or due to the Company, albeit the Company reserves the right at its discretion to extended any pre-agreed payment terms if it considers it just and reasonable to do so in light of the Force Majeure Event. The Buyer shall in no circumstances be entitled to any compensation.
- If the Force Majeure Event prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than 90 days, the party not affected by the Force Majeure Event will be entitled to terminate the Contract by giving 10 days’ notice in writing.
14. PERFORMANCE AND TESTS
- The Company’s products are inspected and submitted to standard tests before being despatched. Any performance figures given by the Company are based on its experience and are such as the Company would expect to obtain from such standard tests. The Company shall not be liable for any failure of its products to obtain these figures, unless such performance figures (subject to recognised tolerance applicable to such figures) are specifically guaranteed in writing by the Company.
- If “special tests” of the Company’s products are required by the Buyer, these, unless otherwise agreed in writing, shall be carried out on the Company’s premises and at the Buyer’s sole expense.
15. COMPANY’S LIABILITY
- The Company has obtained insurance cover in respect of its own legal liability and the limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess loss and with regards to ensuring the Goods at the point risk passes in accordance with clause 9.1.
- The restrictions on liability in this clause 15 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or 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).
- The Company will indemnify the Buyer for any direct damage caused to its property solely either as a result of defects in the Goods or by the negligence of its employees acting within the course of their employment and the scope of their authority. The total liability of the Company under this sub-clause will be limited to the total value of the invoice for the Goods purchased for any one event or series of connected events.
- Except as expressly stated in this clause and elsewhere in the Contract, any liability of the Company for breach of the Contract will not exceed in the aggregate of damages, costs, fees and expenses capable of being awarded to the Buyer, the total price paid or due to be paid by the Buyer under the Contract.
- Except as expressly stated in the Contract, the Company disclaims all liability to the Buyer in connection with the Company’s performance of the Contract or the Buyer’s use of the Goods and in no event will the Company be liable to the Buyer for special, indirect or consequential damages including but not limited to loss of profits or arising from loss of data or unfitness for user purposes.
- The Buyer hereby undertakes to indemnify the Company and its employees, and keep the Company and its employees at all times fully indemnified from and against, all actions, proceedings, claims, demands, costs (including, without prejudice to the generality of this provision, all legal costs and expenses of the Company on a full indemnity basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Buyer under the Contract or any third party claims which arise from the Company’s performance under the Contract and carried out on the instructions of the Buyer or its authorised representative.
- Unless the Buyer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Buyer became, or ought reasonably to have become, aware of it having grounds to make a claim in respect of the event and shall expire 1 month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- The Company warrants only that for a period of 24 months from the date of delivery of the Goods and/or the provision of the Services, that the Goods and/or Services will be free from defects in workmanship and materials. The Company’s sole liability will be, at its option, either to repair or replace during normal working hours the Goods and/or rectify any material error in the Services rendered (or any relevant part(s) thereof) which prove defective during the warranty period.
- The warranty service will be performed at the Company’s site in the UK. The Company will deliver the repaired or replacement items to an address agreed in writing between the parties or in the event that no such agreement is made to the address of the Buyer’s place of business as specified in the Buyer’s Order. The Buyer will pay for the return to the Company of items for repair under warranty and will pay for the return of any repaired or replacement items.
- Installation, operation and use of the Goods must be done in accordance with all reasonable instructions of the Company from time to time. Failure to follow these instructions will invalidate the warranty.
- The Buyer acknowledges that the warranty does not apply to any defects caused by:
- alterations, modifications, repairs or any other work done on or in relation to the Goods by anyone other than the Company or as approved by the Company;
- use of the Goods in conjunction with any third party products; or
- any matter beyond the reasonable control of the Company.
- The Company offers certain additional warranties which are specific to each individual product sold which may or may not include the Goods. Details are available on request.
- The Company reserves the right to sub-contract the performance of the Contract or any part thereof.
- Notices. Any notice required to be given by either party hereunder shall be made in writing and despatched to the other party by first class registered air mail or recorded delivery at the respective addresses of the parties as set out in the Order, or by fax or email to any fax numbers or email addresses for the parties as stated in the Order. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been received on the fifth day after the day of posting. Any notice sent by fax shall be deemed to have been delivered when the formal answerback code is received by the sender and any notice sent by email at the time of transmission or if this falls outside of normal business hours in the place of receipt, when business hours resume.
- Assignment and other dealings. The Buyer shall not assign or delegate, transfer, mortgage, charge, subcontract, declare a trust over or otherwise deal with all or any of its rights or obligations under the Contract without the Company’s prior written consent.The Company shall have the right to assign or otherwise delegate, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract to an associated company or other person upon notification to the Buyer.
- No waiver. The failure of either party to exercise or enforce any right conferred under the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion.
- 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 18.4 shall not affect the validity and enforceability of the rest of the Contract.
- No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
- Entire agreement.The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
- 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.
- 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).
- Governing Law and Jurisdiction. The Contract of which these Conditions form part shall 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 and the parties hereto agree to submit to the exclusive jurisdiction of the English Courts.
- The clause headings are for guidance only and shall not affect the interpretation of these Conditions.