PLEASE NOTE - WARNING

These terms are an example template.  They may not be suitable for your business, products or export markets.  These terms have not been prepared specifically for your business and therefore if you use these terms then you use them at your own risk.  You are advised to obtain legal advice before you use these terms.  As these terms have not been developed specifically for your business and with no knowledge of how you use these terms then we, and our law firm partner who have prepared these terms (Gowling WLG (UK) LLP), take no responsibility for these terms, and any liabilities or costs you incur in using them.

The template was drafted on 7 December 2020, and is intended to reflect English contract law at that date.  The law does change and you should seek legal advice to check if the terms need updating to reflectchanges in the law or best practice.

WHAT IS THIS DOCUMENT?

This document is a template for standard conditions for the sale of goods where the goods are being sold for export.

The conditions are the "small print" terms typically seen on the back of quotes and invoices.  They can be used for one off orders or they can be attached to a contract to provide the details to support longer term contract.

The terms are in favour of the seller.  Do not use this document if you are buying goods.

HOW SHOULD I USE THESE TERMS

Before using the terms read them carefully and make sure they are suitable.  Obtain legal advice.

Complete the definition of Supplier with your details.

These terms are worthless unless correctly used.  They must be expressly incorporated into all contracts and brought to the customer's attention.  This means making it clear in writing in the correspondence, quotations, order acknowledgement and invoices state something like "the contract to supply goods is subject to and incorporates the seller's standard conditions of sale  which are attached".

KEY FEATURES AND LIMITATIONS

• The terms include international features such as delivery (using Incoterms), payment and currency, and jurisdiction (where contract disputes will be determined).

• The terms can potentially be used for domestic sales but may need adaption.

• The terms are focused on the sale of goods, but they do include basic provisions for the provision of ancillary services.  However these terms are not suitable if you are providing substantial services (such as design, IT, consultancy, maintenance, repair, installation or construction services).

• The terms include a basic goods warranty but the goods warranty may need to be adapted for your goods.

• The terms include a retention of title clauses – this means that ownership of the goods do not pass until they have been paid for.  This means where a customer becomes insolvent before they pay that you might be able to recover the unpaid goods.  However this should not be relied upon, especially in an international setting.  Therefore if you extend to the customer any credit consider how you will manage that credit exposure (such as through insurance, trade finance, bank guarantee or letter of credit).

• The terms assume payment is made before despatch of goods or if the seller agrees a confirmed irrevocable letter of credit in a form, and issued by a bank, approved in advance by the seller, or as otherwise agreed by the seller.

• The terms do try to cap and control the seller's liability.  The law behind caps and controls of liability is complex and will depend heavily on the circumstances.  The caps and controls in these terms may not be effective.  You should seek legal advice to ensure these terms are effective.

STANDARD CONDITIONS OF SALE OF GOODS (INTERNATIONAL)

1. DEFINITIONS AND INTERPRETATION

   1. In these Conditions the following words and expressions have the following meanings:

Business Day means any day which is not a Saturday, a Sunday or a bank or public holiday in any part of the United Kingdom; 

Conditions means these terms and conditions and any special terms and conditions agreed in writing between the Customer and the Supplier;

Contract means any contract between the Supplier and the Customer for the sale of Goods and/or provision of Services, incorporating these Conditions;

Customer means the person(s), firm or company who purchases the Goods and/or Services from the Supplier;

Force Majeure Event means any event outside the reasonable control of the Supplier affecting its ability to perform any of its obligations under the Contract including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, pandemic, strikes, locks outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services; 

Goods means any goods agreed in the Contract to be supplied to the Customer by the Supplier (including any part or parts of them);

Intellectual Property Rights means any patent, copyright, trade mark, service mark or trade name, right in software, right in design, right in databases, image right, moral right, right in an invention, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in the United Kingdom and all other countries in the world in each case whether registered or not and including any application for registration of the foregoing;

Order means any order from the Customer to the Supplier for the supply of Goods and/or Services;

Services means any Services agreed in the Contract to be provided to the Customer by the Supplier 

Specification means the Supplier’s specification for the Goods and/or Services expressly referred to in the Contract;

Supplier means [    ] Limited (Registered No: [    ]) whose registered office is at [    ];

2. 2. Drafting Conventions

      1. The words "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

      2. References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification)whether made before or after the date of the Contract. 

3. BASIS OF CONTRACT

   1. The Order constitutes an offer by the Customer to purchase Goods and/or Services subject to and incorporating these Conditions. 

   2. No Order placed by the Customer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier commences provision of the Services, manufacture of the Goods, their appropriation to the Customer’s order or despatch of the Goods to the Customer.  Any Order shall be accepted entirely at the discretion of the Supplier, at which point and on which date the Contract shall come into existence.

   3. The Contract shall be subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document whatsoever and whenever). 

   4. It is the Customer’s obligation to ensure that the terms of its Order and any applicable specification are complete and accurate.

   5. Any quotation or estimate provided by the Supplier is subject to and incorporates these Conditions.  Without prejudice to the Supplier’s right not to accept an Order, quotations will be valid for 14 days from date of issue.

   6. The Customer cannot cancel an Order (or any part of an Order) except with the Supplier's prior agreement (at its absolute discretion) in writing.

4. DESCRIPTION OF THE GOODS AND SERVICES

   1. The description of the Goods or Services shall be set out in the Supplier’s acknowledgement of order or, in its absence, the Supplier’s quotation.

   2. All drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions, details or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them and they will not form part of the Contract unless otherwise agreed in writing with the Supplier.

   3. No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Customer shall be construed to vary in any way any of these Conditions or the Contract.

   4. The Supplier reserves the right to amend the Specification of the Goods or Services if required by any applicable law. 

5. DELIVERY AND ACCEPTANCE OF GOODS

   1. The Supplier shall deliver the Goods applying the Incoterm (Incoterms 2020) stipulated in the Order (and if no Incoterm is stipulated Free Carrier (FCA) (Incoterms 2020)) at the location set out in the Order, or such other location as the parties shall agree in writing, or if no such location the premises of the Supplier as nominated by the Supplier.

   2. Any times and dates specified by the Supplier for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. 

   3. If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then:

      1. the Goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by the Supplier’s negligence); and

      2. the Supplier may store the Goods until actual delivery whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance).

   4. The Supplier shall be entitled at its discretion to make delivery of the Goods by instalments and to invoice the Customer for each instalment individually.  Each instalment shall constitute a separate contract.  Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

   5. The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless: 

      1. within 7 days of the date of delivery of the Goods, the Customer notifies the Supplier in writing of any defect or other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within  7 days); or 

      2. the Customer notifies the Supplier in writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the defect or failure would not be so apparent within 7 days of the date of delivery, 

failing which the Customer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

5. 6. If the Supplier fails to deliver the Goods, the Supplier's liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods and subject always to Condition 12. 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, the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods or the Customer's breach of the Contract.

6. PASSING OF RISK AND LEGAL TITLE

   1. The Goods shall be at the risk of the Customer from the time of delivery. 

   2. Full legal, beneficial and equitable title to and property in the Goods shall remain vested in the Supplier (even though they have been delivered and risk has passed to the Customer) until:

      1. payment in full, in cash or cleared funds, for all the Goods has been received by the Supplier; and

      2. all other money payable by the Customer to the Supplier on any other account or under the Contract or any other contract has been received by the Supplier. 

   3. Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer:

      1. the Customer shall hold the Goods on a fiduciary basis as the Supplier’s bailee;

      2. the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to the Supplier, and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by the Supplier) and are clearly identifiable as belonging to the Supplier and the Supplier shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving the Customer reasonable notice of its intention to do so; 

      3. the Supplier may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to the Supplier and the Supplier may repossess and resell the Goods if any of the events specified in Condition 13.1(e) occurs or if any sum due to the Supplier from the Customer under the Contract or on any other account or under any other contract is not paid when due; 

      4. for the purposes of this Condition 5 the Customer shall ensure the Supplier, its employees, agents and sub-contractors shall be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice;  and

      5. the Supplier shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer,

but the Customer may resell or use the Goods in the ordinary course of its business unless an event set out in Condition 13.1(d) occurs or the Supplier terminates the Contract or if any sum owed to the Supplier by the Customer is not paid when due.  At the Supplier's request, the Customer shall assign to the Supplier all claims that the Supplier may have against purchasers of the Goods from the Customer.

6. 4. The Supplier’s rights and remedies set out in this Condition 5 are in addition to and shall not in any way prejudice, limit or restrict any of the Supplier’s other rights or remedies under the Contract or in law or equity.

7. PROVISION OF SERVICES

   1. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

   2. The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable in accordance with the Contract when the Supplier issues a written notice to the Customer:

      1. confirming such completion; or 

      2. confirming that the Supplier is available to perform the Services but is prevented from doing so by reason of: (i) the lack of relevant assistance from the Customer; and/or (ii) the breach of the Contract by the Customer.

8. INTELLECTUAL PROPERTY RIGHTS

   1. As between Supplier and Customer all Intellectual Property Rights in the Goods and Services and any Intellectual Property Rights created by the Supplier in the course of the performance of the Contract or otherwise in the manufacture of the Goods or the provision of the Services belong to the Supplier.  Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the Intellectual Property Rights of the Supplier. 

9. CONTRACT PRICE

   1. The price for Goods and/or the Services shall be the price set out in the Supplier's acknowledgement of the Order or, if no price is quoted, the price set out in the Supplier’s price list, published on the date of delivery or deemed date of delivery of the Goods, or completion or deemed completion of the performance of the Services. 

   2. The price for the Goods and/or Services shall be exclusive of any value added tax or other similar taxes or levies and all costs or charges in relation to export or import duties or licences or requirements; packaging; labelling; loading; unloading; carriage; freight and insurance all of which amounts the Customer will pay, where appropriate, in addition when it is due to pay for the Goods and/or Services. 

10. PAYMENT TERMS

    1. The Customer shall pay the Supplier in UK Pounds Sterling (or such other currency stated in the Contract) in full and cleared funds without any deduction, or withholding:

       1. on or before despatch of the Goods from the Supplier's premises or commencement of performance of the Services, by electronic transfer to the bank account nominated by the Supplier (with any applicable charges on such payments being at the Customer’s expense); or

       2. where expressly agreed in writing by the Supplier, by way of a confirmed irrevocable letter of credit issued in a form, and by a bank, approved in advance in writing by the Supplier; or

       3. as otherwise agreed by the Supplier in advance in writing with the Customer.

Time for payment shall be of the essence. 

10. 2. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise. 

    3. No indulgence granted by the Supplier to the Customer concerning the Customer’s obligations under this Condition 9 shall be or be deemed to be a credit facility but if any such facility is granted to the Customer by the Supplier, the Supplier may withdraw it at its sole discretion at any time.

    4. If any sum due from the Customer to the Supplier under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Supplier shall become due and payable immediately and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

       1. cancel or suspend its performance of the Contract or any Order including suspending deliveries of the Goods and suspending delivery of any other goods to the Customer and suspending provision of the Services or other services until arrangements as to payment or credit have been established which are satisfactory to the Supplier; 

       2. appropriate any payment made by the Customer to such of the Goods or such of the Services (or any goods or services supplied under any other contract between the Customer and the Supplier) or as the Supplier may think fit;

       3. require the Customer to pay for Goods prior to their despatch or collection from the Supplier’s place of business; 

       4. suspend performance of Services remaining to be carried out; and

       5. charge the Customer:

          1. interest on the overdue amount from the due date until payment is made in full both before and after any judgment, at four percent (4%) per annum over the HSBC bank base lending rate from time to time  (accruing on a daily basis and compounded quarterly); 

          2. the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.

    5. All payments payable by the Customer to the Supplier under these Conditions will become due immediately on its suspension or termination.

11. WARRANTY OF QUALITY OF GOODS AND SERVICES

    1. The Supplier warrants that:

       1. on delivery  the Goods shall conform in all material respects with the Specification;

       2. the Services shall be provided in accordance with reasonable skill and care. 

    2. If the Customer establishes to the Supplier’s reasonable satisfaction that there is a failure by the Supplier to comply with Condition 10.1 then the Supplier shall at its option, at its sole discretion and within a reasonable time;

       1. repair or make good such defect or failure in such Goods or Services free of charge to the Customer (including all costs of transportation of any Goods or materials to and from the Customer for that purpose); 

       2. replace such Goods with Goods which are in all respects in accordance with the Contract or re-perform such Services; or

       3. issue a credit note to the Customer in respect of the whole or part of the Contract price of such Goods or Services as appropriate having taken back such Goods or materials relating to such Goods or Services,

subject, in every case, to the remaining provisions of this Condition 10 provided that the liability of the Supplier under this Condition 10 shall in no event exceed the purchase price of such Goods or Services and performance of any one of the above options shall constitute an entire discharge of the Supplier’s liability under this warranty. 

11. 3. Condition 10.2 shall not apply unless the Customer:

       1. notifies the Supplier in writing of the alleged defect within seven (7) days of the time when the Customer discovers or ought to have discovered the defect and in any event within four (4) weeks of the delivery of the Goods or performance of Services to the Customer or such other periods as agreed by the Supplier in writing; and

       2. affords the Supplier a reasonable opportunity to inspect the relevant Goods or the location at which the Services were performed and, if so requested by the Supplier and where it is reasonable to do so, promptly returns to the Supplier or such other person nominated by the Supplier a sample of the Goods or materials relating to the Services within fourteen (14) days, carriage paid by the Customer, for inspection, examination and testing and/or otherwise permit the Supplier to have access to the Goods or such materials at the Customer’s premises or other location where they may be or the Services were performed for such purposes.

    4. If the Supplier elects to replace the Goods or re-perform the Services pursuant to Condition 10.2, the Supplier shall deliver the replacement Goods to or re-perform the Services for the Customer at the Supplier’s own expense at the address to which the defective Goods were delivered and the legal, equitable and beneficial title to the defective Goods which are being replaced shall (if it has vested in the Customer) re-vest in the Supplier and the Customer shall make any arrangements as may be necessary to deliver up to the Supplier the defective Goods which are being replaced or materials relating to the previously performed Services.

    5. The Supplier shall be under no liability under the warranty at Condition 10.1:

       1. in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Supplier’s approval;

       2. if the total price for the Goods or Services has not been paid by the due date for payment;

       3. for any Goods manufactured or appropriated to the Contract in accordance with any design, specification, instruction or recommendation made to the Supplier by the Customer or for any Services provided in accordance with specifications, instructions or recommendations issued by the Customer;

       4. in respect of any type of defect, damage or wear specifically excluded by the Supplier by notice in writing; or

       5. if the Customer makes any further use of the Goods after giving notice in accordance with Condition 10.3.

    6. The warranties set out in this document are the only warranties which shall be given by the Supplier and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12. FORCE MAJEURE

    1. The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

    2. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than three months, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.

13. LIABILITY

    1. Nothing in these Conditions excludes or limits the Supplier’s liability for:

       1. death or personal injury caused by the Supplier’s negligence;

       2. fraud or fraudulent misrepresentation; 

       3.  any liability which cannot be legally excluded or limited.

    2. Subject to Condition 12.1 the Supplier is not liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract for any loss of profit; loss of revenue; loss of business; or loss of anticipated savings (in each case whether direct or indirect) or for any indirect, special or consequential loss or damage, howsoever arising.

    3. Subject to Conditions 12.1 and 12.2 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with the Contract shall not exceed the price paid or payable (had the Contract not been breached) to the Supplier for the Goods and/or Services under the Contract.

    4. The price of the Goods and/or Services has been calculated on the basis that the Supplier will exclude or limit its liability as set out in these Conditions and the Customer by placing an order agrees that such exclusions and limitations are reasonable and warrants that the Customer shall insure against or bear itself any loss for which the Supplier has excluded or limited its liability in these Conditions and the Supplier shall have no further liability to the Customer. 

14. BREACH OF CONTRACT OR INSOLVENCY

    1. The Supplier may, as it thinks fit. (without prejudice to any other rights or remedies it may have against the Customer) immediately suspend further performance of the Contract or cancel any outstanding provision of the Services or delivery of the Goods or stop any Goods in transit or by notice in writing to the Customer terminate the Contract without liability to the Company if:

       1. the Customer fails to pay any sum payable under the Contract within 7 days of its due date;

       2. the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy; 

       3. the Customer commits a material breach of its obligations under the Contract which is capable of remedy and fails to remedy it or persists in such breach after 14 days of having been required in writing to remedy or desist; 

       4. the Customer (being a partnership) or the Customer’s partner offers to make any arrangements with or for the benefit of the creditors of the Customer or the Customer’s partner generally or there is presented in relation to the Customer or the Customer’s partner a petition of bankruptcy; 

       5. the Customer:

          1. suspends, or threatens to suspend, payment of its debts (whether principal or interest) or is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or otherwise becomes insolvent or could be reasonably contemplated by the Customer of potentially becoming insolvent; 

          2. calls a meeting, gives a notice, passes a resolution or files a petition, or an order is made, in connection with the winding up or dissolution of that party (save for the sole purpose of a solvent voluntary reconstruction or amalgamation); 

          3. has an application to appoint an administrator made or a notice of intention to appoint an administrator filed or an administrator is appointed in respect of it or all or any part of its assets; 

          4. has a receiver or administrative receiver appointed over all or any part of its assets or a person becomes entitled to appoint a receiver or administrative receiver over such assets; 

          5. calls a meeting, gives a notice, passes a resolution, makes an application or files documents, or an order is made, or any other steps are taken in respect of obtaining a moratorium or a moratorium is obtained for that party;

          6. takes any steps in connection with proposing a reorganisation of the company (whether by way of voluntary arrangement, company voluntary arrangement, scheme of arrangement, compromise or arrangement or otherwise) or any such reorganisation is effected in relation to it, or it commences negotiations with all or any of its creditors with a view to rescheduling any of its debts; 

          7. has any steps taken by a secured lender to obtain possession of the property on which it has security or otherwise to enforce its security; 

          8. has any distress, execution or sequestration or other such process levied or enforced on any of its assets; or

          9. has any proceeding taken, with respect to it in any jurisdiction to which it is subject, or any event happens in such jurisdiction that has an effect equivalent or similar to any of the events in this Condition 13.1(d).

       6. the Customer ceases, or appears in the reasonable opinion of the Supplier likely or is threatening to cease, to carry on all or a substantial part of its business.

    2. On termination or suspension of the Contract pursuant to Condition 13.1:

       1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest;

       2.  the Customer shall pay the Supplier at the Contract rate for all Goods delivered or Services provided up to and including the date of suspension or termination.

    3. The termination or suspension of the Contract or any contract for whatever reason shall not affect the rights or remedies of either party which may have accrued up to the date of suspension or termination.

15. GENERAL

    1. These Conditions and this Contract are in the English language.  All amendments or correspondence concerning or relating to the Contract and all notices given and all documentation to be delivered by either party to the other under the Contract shall be in writing in the English language or shall be accompanied by an English translation prepared by such person or body as the parties shall have approved in advance.  If there is any conflict in meaning between the English language version and any version or translation of the Contract in any other language the English version shall prevail.

    2. The Contract is personal to the Customer. The Customer may not assign, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of the Supplier.

    3. The Supplier may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract at any time without the prior written consent of the Customer.

    4. A person who is not a party to the Contract has no rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of the Contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any person that is not a party to the Contract.

    5. Neither party may pledge the credit of the other party nor represent itself as being the other party nor an agent, partner, employee or representative of the other party and neither party may hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied, on behalf of the other. Nothing in the Contract, and no action taken by the parties pursuant to the Contract creates, or is deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties. 

    6. Entire Agreement

       1. The Contract contains the entire agreement between the parties in relation to its subject matter and supersedes any prior arrangement, understanding written or oral agreements between the parties in relation to such subject matter 

       2. The parties acknowledge that the Contract has not been entered into wholly or partly in reliance on, nor has either party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in the Contract.

       3. Each party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had in relation to them.

       4. Nothing in this Condition 14 will exclude any liability in respect of misrepresentations made fraudulently.

    7. Severability of Provisions

If at any time any part of the Contract is held to be or becomes void or otherwise unenforceable for any reason under any applicable laws, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.

15. 8. Waiver

The rights and remedies of either party in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by that party to the other nor by any failure of, or delay in ascertaining or exercising any such rights or remedies.  Any waiver of any breach of the Contract shall be in writing.  The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

15. 9. Variation

No purported alteration or variation of the Contract shall be effective unless it is in writing, refers specifically to the Contract and is signed by a duly authorised representative of each of the parties to the Contract.

15. 10. Notices

        1. Any notices sent under the Contract must be in writing.  Notice by email is deemed to be in writing.

        2. Notices may be served by personal delivery (courier) or prepaid registered airmail post at the relevant party's registered office (where applicable) or its principal place of business (in any other case) or at such other address as the relevant party may give notice to the other party for the purpose of service of notices under the Contract.  Notices shall be deemed to have been received (i) if sent by personal delivery  (courier) on delivery provided delivery is between 9.00am and 5.00pm (local time) on a Business Day; or (ii) if sent by prepaid registered airmail post 9.00 am (local time) on the fifth Business Day after posting.

16. LAW AND JURISDICTION

    1. The Contract, these Conditions and any issues, disputes or claims arising out of, or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed in accordance with, the laws of England and Wales.

    2. All disputes or claims arising out of or in connection with the Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules.  Such arbitration shall take place in the English language in London, UK.  The seat of the arbitration shall be in England.

    3. To the extent permitted by law the Convention on the International Sale of Goods 1980; and the Uniform Laws on International Sales Act 1967 shall not apply and are not incorporated into these Conditions or the Contract.