- INTERPRETATION
The following definitions and rules of interpretation apply in this agreement.
1.1 DEFINITIONS:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract between Pilamec and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from Pilamec.
Deliverables: the deliverables set out in the Order produced by Pilamec for the Customer.
Delivery Location: has the meaning given in clause 5.2.
Force Majeure Event: has the meaning given to it in clause 14.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Pilamec.
Free Issue Materials: all materials set out in the Order to be supplied by the Customer to Pilamec in connection with which the Services are to be provided.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of Pilamec’s quotation, or overleaf, as the case may be.
Pilamec: Pilamec Limited registered in England and Wales with company number 01258472.
Pilamec Materials: has the meaning given in clause 8.1
Services: the services, including the Deliverables, supplied by Pilamec to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services agreed in writing by the Customer and Pilamec to the Customer.
1.2 INTERPRETATION:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) 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.
(d) 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.
(e) A reference to writing or written includes email unless otherwise stated. - BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Pilamec issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Pilamec and any descriptions of the Goods or illustrations or descriptions of the Services contained in Pilamec’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Pilamec shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue unless otherwise stated.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. - GOODS
3.1 The Goods are described in the Goods Specification.
3.2 Pilamec reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Pilamec shall notify the Customer in any such event. - SUPPLY OF SERVICES
4.1 Pilamec shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
4.2 Pilamec shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.3 Pilamec reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Pilamec shall notify the Customer in any such event.
4.4 Pilamec warrants to the Customer that the Services will be provided using reasonable care and skill.
4.5 To the extent that the Services are provided and Deliverables created, in accordance with a Services Specification supplied by the Customer, the Customer shall indemnify Pilamec against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Pilamec arising out of or in connection with any claim made against Pilamec for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Pilamec’s use of the Services Specification. This clause 4.5 shall survive termination of the Contract. - DELIVERY OF GOODS AND DELIVERABLES
5.1 Pilamec shall ensure that each delivery of the Goods and/or Deliverables is accompanied by a delivery note which shows the type and quantity of the Goods and/or Deliverables and special storage instructions (if any).
5.2 Pilamec shall deliver the Goods and/or Deliverables to, or the Customer shall collect the Goods and/or Deliverables from, the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Pilamec notifies the Customer that the Goods and/or Deliverables are ready. Where the Customer is collecting, it shall collect them within three Business Days of Pilamec notifying the Customer that the Goods and/or Deliverables are ready.
5.3 Delivery of the Goods and/or Deliverables shall be Ex Works Pilamec Lydney, Incoterms 2020 unless the Order states otherwise.
5.4 Any dates quoted for delivery of the Goods and/or Deliverables are approximate only, and the time of delivery is not of the essence. Pilamec shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Pilamec with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If Pilamec fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Pilamec shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Pilamec with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
5.6 If Pilamec fails to deliver the Deliverables, its liability shall be limited to the cost of the Free Issue Material and the costs and expenses incurred by the Customer in obtaining replacement deliverables of similar description and quality in the cheapest market available, less the price of the Services. Pilamec shall have no liability for any failure to deliver the Deliverables to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Pilamec with adequate delivery instructions for the Deliverables or any relevant instruction related to the supply of the Deliverables.
5.7 If the Customer fails to accept delivery of or collect the Goods and/or Deliverables within three Business Days of Pilamec notifying the Customer that the Goods and/or Deliverables are ready, then except where such failure or delay is caused by a Force Majeure Event or by Pilamec’s failure to comply with its obligations under the Contract in respect of the Goods and/or Deliverables:
(a) delivery of the Goods and/or Deliverables shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which Pilamec notified the Customer that the Goods were ready; and
(b) Pilamec shall store the Goods and/or Deliverables until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.8 If ten Business Days after Pilamec notified the Customer that the Goods and/or Deliverables were ready for delivery the Customer fails to accept delivery of or collect them, Pilamec may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods and/or Deliverables or charge the Customer for any shortfall below the price of the Goods.
5.9 If Pilamec delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Pilamec shall make a pro rata adjustment to the invoice for the Goods.
5.10 The Customer acknowledges that Pilamec does not guarantee a particular yield of Deliverables from a particular quantity of Free Issue Materials as some will be lost during the process and some will be oversize. The Customer further acknowledges that the price is based on the quantity of Free Issue Materials provided and as such the delivered quantity of Deliverables shall not vary the price for the Services.
5.11 Pilamec may deliver the Goods and/or Deliverables 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 Customer to cancel any other instalment. - QUALITY OF GOODS AND DELIVERABLES
6.1 Pilamec warrants that on delivery, the Goods shall conform in all material respects with the Goods Specification and the Deliverables shall conform in all material respects with the Services Specification.
6.2 The Customer acknowledges that as Goods and Deliverables are at risk of contamination following delivery, the Customer shall inspect and (if necessary) test Goods and Deliverables on receipt. If Goods or Deliverables are defective, the Customer shall notify Pilamec within 2 Business Days of delivery and the Customer acknowledges that this period of time is reasonable in the circumstances. Subject to clause 6.3, Pilamec shall, at its option, re-work or replace the defective Goods, or refund the price of the defective Goods in full if:
(a) the Customer gives notice in writing within 2 days of delivery discovery that some or all of the Goods and/or Deliverables do not comply with the warranty set out in clause 6.1;
(b) Pilamec is given a reasonable opportunity of examining such Goods and/or Deliverables; and
(c) the Customer (if asked to do so by Pilamec) returns such Goods and/or Deliverables to Pilamec’s place of business at the Customer’s cost.
6.3 Pilamec shall not be liable for the Goods’ and/or Deliverables’ failure to comply with the warranty in clause 6.1 if:
(a) the Customer makes any further use of such Goods and/or Deliverables after giving a notice in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow Pilamec’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Deliverables or (if there are none) good trade practice;
(c) the defect arises as a result of Pilamec following any drawing, design or Goods Specification or Services Specification supplied by the Customer;
(d) the Customer reworks or repairs such Goods and/or Deliverables without the written consent of Pilamec;
(e) the defect arises as a result of the Free Issue Materials not complying to the Services Specification;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(g) the Goods differ from the Goods Specification or the Deliverables differ from the Services Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
6.4 Except as provided in this clause 6, Pilamec shall have no liability to the Customer in respect of the Goods’ and/or Deliverables’ failure to comply with the warranty set out in clause 6.1.
6.5 The terms of these Conditions shall apply to any re-worked or replacement Goods and/or Deliverables supplied by Pilamec. - TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery. The risk in the Free Issue Materials shall remain the Customers at all times until the Free Issue Materials are converted into Deliverables at which point the risk shall pass to Pilamec.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Pilamec receives payment in full (in cash or cleared funds) for the Goods ; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Pilamec’s property;
(b) not remove, deface or obscure any identifying mark on Goods packaging;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Pilamec’s behalf from the date of delivery;
(d) notify Pilamec immediately if it becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d); and
(e) give Pilamec such information relating to the Goods as Pilamec may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Pilamec receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as Pilamec’s agent; and
(b) title to the Goods shall pass from Pilamec to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause (b) to clause 12.1(d), then, without limiting any other right or remedy Pilamec may have:
(a) the Customer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) Pilamec may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. - CUSTOMER’S OBLIGATIONS
8.1 The Customer shall:
(a) Provide the Free Issue Material (where applicable) and ensure that such Free Issue Material complies with the Service Specification and conforms to the Customer’s required chemical composition;
(b) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
(c) co-operate with Pilamec in all matters relating to the Services; and
(d) comply with any additional obligations as set out in the Service Specification.
8.2 If Pilamec’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Pilamec shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Pilamec’s performance of any of its obligations;
(b) Pilamec shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Pilamec’s failure or delay to perform any of its obligations as set out in this clause 8.2; and
(c) the Customer shall reimburse Pilamec on written demand for any costs or losses sustained or incurred by Pilamec arising directly or indirectly from the Customer Default.
8.3 The Customer grants Pilamec a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Pilamec for the term of the Contract for the purpose of providing the Services to the Customer.
8.4 The Customer acknowledges that Pilamec is not responsible for the chemical composition of the Deliverables and the Customer is responsible for ensuring that the Free Issue Materials conform to its requirements in this regard. - CHARGES AND PAYMENT
9.1 The price for Goods and/or Services :
(a) shall be the price set out in the Order; and
(b) shall be exclusive of all costs and charges of insurance, transport of the Goods, which shall be invoiced to the Customer.
9.2 Pilamec reserves the right to:
(a) increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or providing the Services to Pilamec that is due to:
(i) any factor beyond the control of Pilamec (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Pilamec adequate or accurate information or instructions in respect of the Goods.
9.3 Pilamec shall invoice the Customer on or at any time after completion of delivery of Goods and/or Deliverables.
9.4 The Customer shall pay each invoice submitted by Pilamec:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Pilamec, and
time for payment shall be of the essence of the Contract.
9.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Pilamec to the Customer, the Customer shall, on receipt of a valid VAT invoice from Pilamec, pay to Pilamec 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.
9.6 If the Customer fails to make a payment due to Pilamec under the Contract by the due date, then, without limiting Pilamec’s remedies under clause 12 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). - CONFIDENTIALITY
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10 and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. - LIMITATION OF LIABILITY
11.1 The limits and exclusions in this clause reflect the insurance cover Pilamec has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
11.2 This clause 11 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other for:
(a) any breach of this agreement however arising;
(b) any use made or resale of the Goods and/or Deliverables by the Customer, or of any product incorporating any of the Goods and/or Deliverables; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
11.3 Nothing in these Conditions shall limit or exclude the liability of either party for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) breach of section 2 of the Consumer Protection Act 1987.
11.4 Without prejudice to clause 11.3, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit; or
(b) loss of goodwill; or
(c) loss of business; or
(d) loss of business opportunity; or
(e) loss of anticipated saving; or
(f) special, indirect or consequential damage.
suffered by the other party that arises under or in connection with the Contract.
11.5 Without prejudice to clause 11.3 or clause 11.4, Pilamec’s total liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to:
(a) £500 per tonne in respect of any damage or contamination to, or loss of, the Free Issue Materials (or such other sum as is set out in the Order); or
(b) in respect of any other circumstances, the Contract price.
11.6 Pilamec has given commitments as to compliance of the Goods, Deliverables and Services with relevant specifications in clause 6. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
11.7 This clause 11 shall survive termination of the Contract. - TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, Pilamec may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
12.3 Without affecting any other right or remedy available to it, Pilamec may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Pilamec if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or Pilamec reasonably believes that the Customer is about to become subject to any of them. - CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract:
(a) the Customer shall immediately pay to Pilamec all of Pilamec’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Pilamec shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of Pilamec Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then Pilamec may enter the Customer’s premises and take possession of them. Until they have been
returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
13.2 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.
13.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect. - FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). - GENERAL
15.1 Assignment and other dealings
(a) Pilamec may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Pilamec.
15.2 Notices.
(a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(d) A notice given under this agreement is not valid if sent by email.
15.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or
by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 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.
15.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
15.7 Third parties rights.
(a) 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.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.8 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).
15.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
