Terms & Conditions

1.1 CertaUPS warrants that upon delivery (as defined in the Conditions), and for a period of 36 months from the date of delivery, the Goods shall:
a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
b) conform in all material respects with their description and the Specification;
c) be free from material defects in material and workmanship; and
d) be fit for any purpose held out by CertaUPS.

1.2 CertaUPS shall not be liable for a breach of any warranty at clause 1.1 unless:
a) the Goods have been registered online at https://www.powercontrol.co.uk within 30 days of the Customer’s receipt of the Goods;
b) the Customer gives written notice of the defect to CertaUPS within 7 days of the time when the Customer discovers the defect; and
c) CertaUPS is given a reasonable opportunity after receiving such notice to examine such Goods and the Customer (if asked to do so by CertaUPS) returns such Goods to CertaUPS’s place of business at its own cost and risk (unless otherwise agreed) for the examination to take place there.

1.3 CertaUPS shall not be liable for the breach of any warranty at clause 1.1 if:
a) the Customer makes any further use of such Goods after giving such notice as is referred to at clause 1.2a); or
b) the defect arises because the Customer failed to follow CertaUPS’s oral or written instructions (or the instruction of the relevant manufacturer, if not CertaUPS) as to the handling, storage, environment, installation, commissioning, use or maintenance of the Goods or (if there are no such instructions) good trade practice; or
c) the Customer or any third party attempts to maintain, service, alter or repair such Goods without the prior written consent of CertaUPS; or
d) the defect arises as a result of CertaUPS following any drawing, design or specification supplied by the Customer; or
e) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions; or
f) the defect arises due to any foreign body entering the Goods otherwise than through CertaUPS’s negligence; or
g) the defect arises due to vermin gaining access to the Goods; or
h) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

1.4 In the case of batteries, the Customer must establish to CertaUPS’s satisfaction that:
a) the batteries have been handled, serviced, stored and installed in accordance with CertaUPS’s oral and written instructions, including maintenance of correct float charge conditions and maintenance of AC ripple currents within specified limits;
b) the batteries have been used only in approved applications;
c) the batteries are operated in conjunction with a full float, voltage-regulated charger and otherwise installed, used and maintained in accordance with CertaUPS’s oral or written instructions;
d) the average yearly ambient temperature in the area of use is established not to exceed the maximum shown in the published specifications;
e) temperature logging records have been kept and are available for inspection;
f) where temperature sensitive labels have been installed, such labels must still be intact on pilot battery blocks at the time of inspection; and
g) a full service log has been maintained recording all commissioning, service and maintenance details (and such log is available for inspection).
The Customer shall maintain complete records regarding the temperature and conditions of battery use and the maintenance performed on batteries and shall permit examination of such records by CertaUPS. The Customer shall also promptly report any alleged defects to CertaUPS in writing and permit examination of the battery by a CertaUPS representative.

1.5 Subject to the terms and conditions of this document, and provided that the Customer has submitted to CertaUPS a written annual report including commissioning details and listing battery and individual monobloc voltages and ambient room temperatures (all recorded at three monthly intervals), if Goods do not conform to any warranty in clause 1.1 CertaUPS shall at its option repair or replace such Goods (or the defective part thereof) or refund the price of such Goods (on a pro rata basis if only part of any Order is defective). If CertaUPS so requests, the Customer shall, at its own expense unless otherwise agreed, return to CertaUPS the Goods (or part thereof) which are thought to be defective. In the event that CertaUPS attends a Customer’s premises to inspect any Goods and such Goods are not found to be in breach of the warranty at clause 1.1, CertaUPS shall be entitled to charge the Customer its reasonable costs incurred in such site visit.

1.6 The remedies referred to at clause 1.5 constitute the only remedies available to the Customer for the failure of any Goods to comply with any warranty at clause 1.1 and CertaUPS shall have no further liability for a breach of any such warranty in respect of such Goods.

1.7 Any Goods replaced shall belong to CertaUPS and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the original 36-month period.

1.8 Returned Goods will not be accepted without a “Returned Material Authorisation” form issued by CertaUPS. The Customer is responsible for securely packaging and returning any defective Goods unless otherwise agreed. Batteries must not be returned without special instructions for handling and shipping.

1.9 This warranty document should be read in conjunction with the Conditions, which form part of the contract between the parties. To the extent of any conflict between the terms of this warranty document and the Conditions, then the relevant terms and conditions of this warranty document will take precedence.

Purchase of Goods or Services

 

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Company: CertaUPS, company registration number SC152126, registered at 272 Bath Street, Glasgow G2 4JR.

Conditions: these terms and conditions as updated by the Company from time to time (such updates to be notified to the Seller in writing).

Contract: the Order and the Seller’s acceptance of the Order.

Deliverables: all documents, products and materials developed by the Seller or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Director: a director registered at Companies House as a director of the relevant company.

Goods: any goods agreed in the Contract to be bought by the Company from the Seller (including any part or parts of them).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 Company’s written instruction to buy the Goods, incorporating the Conditions.

Seller: the person or firm from whom the Company purchases the Goods and/or Services.

Services: the services, including without limitation any Deliverables, to be provided by the Seller under the Contract.

Specification: any specification and/or patterns and/or requirements advised by the Company to the Seller.

Working Day: a day other than a Saturday, Sunday or English bank holiday.

1.2 In these Conditions:
a) a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it;
b) a reference to one gender includes a reference to all genders;
c) condition headings do not affect the interpretation of these conditions;
d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
e) a references to a party includes its successors or permitted assigns;
f) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
g) a reference to writing or written includes emails but not faxes.

2. Application of terms

2.1 Subject to any variation under condition 2.4, these Conditions are the only conditions upon which the Company is prepared to deal with the Seller and, subject to condition 19.1, they shall govern the Contract to the entire exclusion of all other terms or conditions.

2.2 No terms or conditions endorsed upon, delivered with or referred to in the Seller’s quotation, acknowledgement or acceptance of order, specification or other document shall form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

2.3 Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to buy Goods subject to these conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, accepts the offer.

2.4 These conditions apply to all the Company’s purchases of both Goods and Services and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a Director of theCompany.

3. Supply of Goods

3.1 The Goods shall:

a) be of the best available design, of the best quality, material and workmanship, be without fault (and remain so for 12 months following delivery) and be fit for any purpose held out by the Seller or made known to the Seller by the Company, expressly or by implication, and in this respect the Company relies on the Seller’s skill and judgement;
b) conform in all respects with the Order and the Specification; and
c) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 At any time prior to delivery of the Goods to the Company the Company shall have the right to inspect and test the Goods at all times.

3.4 If the results of such inspection or testing cause the Company to be of the opinion that the Goods do not conform or are unlikely to conform with the Order or to any specifications and/or patterns supplied or advised by the Company to the Seller, the Company shall inform the Seller and the Seller shall immediately take such action at its own cost as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.

3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.

3.6 If any of the Goods fail to comply with the provisions set out in condition 3.1 the Company shall be entitled to avail itself of any one or more remedies listed in condition 15.

4. Supply of Services

4.1 The Seller shall from the date set out in the Order and for the duration of this Contract provide the Services to the Company in accordance with the terms of the Contract.

4.2 The Seller shall meet any performance dates for the Services specified in the Order or notified to the Seller by the Company.

4.3 In providing the Services, the Seller shall:

a) co-operate with the Company in all matters relating to the Services, and comply with all reasonable instructions of the Company;
b) perform the Services with the best care, skill and diligence in accordance with best practice in the Seller’s industry, profession or trade;
c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with this Contract;
d) ensure that the Services and Deliverables will in all ways conform with the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Seller by the Company;
e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design;
g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
h) obtain and provide to the Company at completion of the Services any applicable certifications to evidence that such Services comply with relevant laws, regulations and industry good practice;
i) observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises;
j) hold all materials, equipment and tools, drawings, specifications and data supplied by the Company to the Seller, including any Intellectual Property Rights in such works (Company Materials) in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and
k) not do or permit anything to be done which may cause the Company to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Seller acknowledges that the Company may rely or act on the Services.

5. Company’s obligations

The Company shall:
a) provide the Seller with reasonable access at reasonable times to the Company’s premises for the purpose of providing the Services; and
b) provide such information as the Seller may reasonably request for the provision of the Services and the Company considers reasonably necessary for that purpose.

6. Indemnity

6.1 The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:

a) defective workmanship, quality or materials;
b) an infringement or alleged infringement of any intellectual property rights arising out of or in connection with the use, manufacture or supply of the Goods or the supply of the Services; and
c) any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense arising out of or in connection with: (i) defects in Goods; or (ii) any breach of, or negligent performance of, or failure or delay in performance of the terms of the Contract by the Seller, its employees, agents or sub-contractors.
6.2 This clause 6 shall survive termination of the Contract.

7. Delivery

7.1 Unless otherwise agreed in writing, the Goods shall be delivered DDP (Incoterms 2010) (Rotherside Road, Eckington, Sheffield, S21 4HL) or DDP such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods at its own risk as reasonably directed by the Company.

7.2 The Seller shall ensure that Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

7.3 The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 28 days of the date of the Order. Time for delivery shall be of the essence.

7.4 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company between the hours of 8.30am-4.00pm on Working Days at the Company’s site.

7.5 The Seller shall invoice the Company upon, but separately from, despatch of the Goods to the Company.

7.6 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery (where permitted), the outstanding balance remaining to be delivered.

7.7 If the Goods are not delivered on the due date (or any other date that the parties have agreed in advance) then, without prejudice to any other rights which it may have, the Company reserves the right to:

a) cancel the Contract in whole or in part;
b) refuse to accept any subsequent delivery of the Goods which the Seller attempts to make;
c) recover from the Seller any expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and
d) claim damages for any additional costs, loss or expenses properly incurred by the Company which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.

7.8 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material shall only be returned to the Seller at the Seller’s cost.

7.9 Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.

7.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller’s risk and shall be returnable at the Seller’s expense.

7.11 The Company shall not be deemed to have accepted the Goods until it has had 10 days to inspect them following delivery. The Company shall also have the right to reject the Goods as though they had not been accepted for 10 days after any latent defect in the Goods has become apparent.

8. Risk/Property

The Goods shall remain at the risk of the Seller until delivery to the Company is complete (including offloading  and stacking), when ownership of and risk in the Goods shall pass to the Company.

9. Price

9.1 The price of the Goods shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges (including packaging, insurance and delivery).

9.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Seller in respect of the performance of the Services. Unless otherwise agreed in writing by the Company, the charges shall be exclusive of value added tax but inclusive of every cost and expense of the Seller directly or indirectly incurred in connection with the performance of the Services, including employee expenses (unless payment of any expenses has been agreed in writing in advance).

9.3 In respect of Goods, the Seller shall invoice the Company on or at any time after completion of delivery. In respect of Services, the Seller shall invoice the Company on completion of the Services. Each invoice shall include such supporting information required by the Company to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

9.4 No variation in the price nor extra charges shall be accepted by the Company unless agreed in writing and signed by a Director of the Company.

10. Payment

10.1 In consideration of the supply of Goods and/or Services the Company shall pay the invoiced amounts within 90 days of receipt of a valid invoice. Time for payment shall not be of the essence of the Contract.

10.2 Where any taxable supply for VAT purposes is made under the Contract by the Seller to the Company, the Company shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

10.3 In relation to any payments disputed in good faith, interest under this clause shall be payable only after the dispute is resolved, on sums found or agreed to be due, from 3 days after the dispute is resolved until payment.

10.4 Subject to condition 10.3, if a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.

10.5 The Seller shall maintain complete and accurate records of the time spent and materials used by the Seller in providing the Goods and/or Services, and the Seller shall allow the Company to inspect such records at all reasonable times on request.

10.6 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller under the Contract.

11. Insurance

During the term of the Contract and for a period of 5 years after its termination or expiry, the Seller shall maintain with a reputable insurer:
a) product liability insurance of no less than £10,000,000 for any one occurrence for any and all liability (however arising) for a claim that the Products are faulty or defective;
b) public liability insurance of no less than £10,000,000 for any one occurrence; and
c) professional indemnity insurance of no less than £1,500,000 for any one occurrence. The Seller shall provide a copy of the insurance policy and proof of payment of the current premium to the Company on request.

12. Confidentiality

12.1 The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Seller may obtain (“Confidential Information”) and the Seller shall restrict disclosure of such Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller. The Seller may also disclose such of the Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

12.2 In order to protect the Confidential Information, the Seller shall not for a period of six (6) months from the date its ceases to supply the Services to the Company:
a) solicit or endeavour to entice away from the Company the business or custom of a Restricted Customer with a view to providing any goods or services to that Restricted Customer in competition with the business of the Company; or
b) be involved with the provision of goods or services to any Restricted Customer in the course of any business concern which is in competition with the business of the Company, where a “Restricted Customer” shall mean any firm, company or person who, during the twelve (12) months before the supply of the Services terminated was a customer of the Company with whom the Seller had contact or about whom the Seller became aware solely as a result of providing the Services to the Company. Nothing in this agreement shall restrict the Seller from continuing to supply customers with whom it has, or has previously had, a direct relationship unless such relationship is proven to have arisen due to its misuse of the Confidential Information.

12.3 This clause 12 shall survive termination of the Contract.

13. Intellectual property rights

13.1 In respect of the Goods and any goods that are transferred to the Company as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Seller warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Company, it will have full and unrestricted rights to sell and transfer all such items to the Company.

13.2 The Seller assigns to the Company, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.

13.3 The Seller shall obtain waivers of all moral rights in the products of the Services, including for the avoidance of doubt the Deliverables, to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

13.4 The Seller shall, promptly at the Company’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Company may from time to time require for the purpose of securing for the Company the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Company in accordance with condition 13.2.

13.5 All Company Materials are and shall remain the exclusive property of the Company.

14. Termination

14.1 Unless terminated earlier in accordance with this condition 14, the Contract shall commence on the date of the Order and expire once all Goods and/or Services have been satisfactorily supplied and all due payment has been received.

14.2 The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice, whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

14.3 The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

a) the Seller commits a material breach of any of the terms and conditions of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing to do so; or
b) the Seller repeatedly breaches any of the terms and conditions of the Contract in such a manner as reasonably to justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
c) any distress, execution or other process is levied upon any of the assets of the Seller; or
d) the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or (being a body corporate) convenes a meeting of creditors (whether formal or informal); or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of solvent reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
e) the Seller ceases or threatens to cease to carry on all or a substantial part of its business; or
f) the financial position of the Seller deteriorates to such an extent that in the reasonable opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

14.4 The expiry or termination of the Contract, however arising, shall be without prejudice to the rights and duties of the parties accrued prior to termination. Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding expiry or termination.

14.5 On expiry or termination of the Contract for any reason, the Seller shall immediately deliver to the Company all Deliverables, whether or not then complete, and return all Company Materials. If the Seller fails to do so, then the Company may enter the Seller’s premises and take possession of them. Until they have been returned or delivered, the Seller shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

15. Remedies

Without prejudice to any other right or remedy which the Company may have, if any Goods or Services are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Company:

a) to terminate the Contract;
b) to reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller;
c) at the Company’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or Services provided or to supply replacement Goods or Services (including remedial services) and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
d) to refuse to accept any further deliveries of the Goods or further performance of the Services but without any liability to the Seller;
e) to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and
f) to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.

16. Assignment

16.1 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of a Director of the Company.

16.2 The Company may assign the Contract or any part of it to any person, firm or company.

17. Force Majeure

The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God;
governmental actions; war or national emergency; acts of terrorism; protests, riot, civil commotion; fire, explosion; flood; epidemic; lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers; or inability or delay in obtaining supplies of adequate or suitable materials.

18. Notices

18.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first class post or other next Working Day delivery service, by commercial courier or by email (confirmed by post). Email notices to the Company should be sent to: [email protected]

18.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 18.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00am in the place of receipt on the second Working Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, at the time of successful transmission (or, if after 5.00pm on a Working Day, at 9.00am on the next Working Day), provided that a further copy of such email notice is received by any other means permitted under this clause 18.

18.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

19. General

19.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy to which the Company may be entitled, whether under the Contract or not.

19.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent required, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 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.

19.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract, nor shall it prevent or restrict the further exercise of that or any other right or remedy. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

19.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19.5 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance withEnglish law, and the parties hereby submit to the non-exclusive jurisdiction of the English courts.