The Customer’s attention is particularly drawn to the provisions of clause 12.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Company: Flexflooring Ltd registered in England and Wales with company number 07457168 whose registered office is at Stourside Place, Station Road, Ashford, Kent TN23 1PP.
Company Materials: has the meaning set out in clause 7.1(g).
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.
Contract: the contract between the Company and the Customer for the supply of Products and/or Services in accordance with these Conditions and the Quotation.
Customer: the person or firm who purchases the Products and/or Services from the Company.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 16.1(a).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Products and/or provision of Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Quotation or otherwise, as the case may be.
Products: the products (or any part of them) set out in the Order.
Products Specification: any specification for the Products, including any relevant plans or drawings, that is agreed in writing by the Customer and the Company.
Quotation: the written quotation for the supply of Products and/or provision of Services to be supplied by the Company to the Customer.
Services: the services, supplied by the Company to the Customer as set out in the Service Specification.
Services Specification: the description or specification for the Services provided in writing by the Company to the Customer.
1.2 Construction. In these Conditions, the following rules apply:
(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 or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) 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
(e) a reference to writing or written includes faxes.
2.1 The Order constitutes an offer by the Customer to purchase Products and/or Services in accordance with these Conditions
2.2 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order or the Company commences the supply of the Products and/or the provision of the Services, whichever is the earlier and at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions of the Products or illustrations or descriptions of the Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 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.
2.6 Any Quotation given by the Company shall not constitute an offer, and is only valid for a period of 20 Business Days (unless otherwise specified) from its date of issue.
2.7 All of these Conditions shall apply to the supply of both Products and Services except where application to one or the other is specified.
3.1 The Products are described in the Quotation.
3.2 To the extent that the Products are to be manufactured in accordance with a Products Specification supplied by the Customer, the Customer shall indemnify the Company 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 and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Company’s use of the Products Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Company reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
4.1 The Company shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Products are ready.
4.2 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event, the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products or the Customer’s failure to accept or take delivery of the Products.
4.3 If the Customer fails to accept or take delivery of the Products within 5 Business Days of the Company notifying the Customer that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Products:
(a) a delivery of the Products shall be deemed to have been completed at 9.00am on the 6th Business Day following on which the Company notified the Customer that the Products were ready; and
(b) the Company may store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.4 If 10 Business Days after the Company notified the Customer that the Products are ready for delivery the Customer has not accepted or taken delivery of them, the provisions of clause 7.2 shall apply.
5.1 The Company warrants that on delivery, and for a period of 24 months from the date of delivery (Warranty Period), the Products shall:
(a) conform with their description and any applicable Products Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
(d) be fit for any purpose held out by the Company.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1; and
(b) the Company is given a reasonable opportunity of examining such Products; the Company shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.3 The Company shall not be liable for the Products’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Products after giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the use or maintenance of the Products or (if there are none) good trade practice;
(c) the Customer alters or repairs such Products without the written consent of the Company;
(d) the Products have not been used for the purpose intended;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) the Products differ from their description as a result of changes made to them ensure they comply with applicable statutory or regulatory standards;
(g) there is a slight variation in the Products from any samples provided;
(h) the Products are discoloured or stained;
(i) any defect is due to stains, burns or any similar event;
(j) any defect is due to acid burns caused from misuse of incorrect cleaning chemicals;
(k) the defect arises as a result of cuts, gouges and indentation caused by unusual use;
(l) problems are caused by moisture, alkali, hydrostatic pressure, cracking, shifting or lifting of the substrata over which the Product(s) has been installed; or
(m) the ground conditions are unstable;
(n) there are abnormal or excessive levels of chlorine or similar chemicals;
(o) EPDM is applied to a kerb; or
(p) any of the assumptions (where applicable) detailed in the Quote materialise to be untrue unless otherwise agreed in writing.
5.4 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Products supplied by the Company under clause 5.2.
6.1 The Company shall provide the Services to the Customer in accordance with the Services Specification in all material respects.
6.2 The Customer acknowledges that the provision of Services is subject to several factors outside of the Company’s control including without limitation weather and ground conditions and other unforeseen circumstances. Whilst the Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Quotation, any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.3 The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
6.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
6.5 Whilst the Company will take every care and will make every effort to provide the Services in a neat and efficient manner, the Company will not be responsible for the reinstatement of the site and its access route or any additional landscaping unless otherwise agreed.
7.1 The Customer shall:
(a) ensure that the terms of the Order and (if submitted by the Customer) the Products Specification and/or Services Specification are complete and accurate;
(b) co-operate with the Company in all matters relating to the Services;
(c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises or such premises on which the Services are to be provided and other facilities as reasonably required by the Company to provide the Services;
(d) provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services and ensure that the ground conditions both inside and outside are sound, dry and free from any other trades that may wish to use the same working area;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises 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.
7.2 If the Company’s performance of any of its obligations in respect of the Services 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) the Company shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
(b) the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
(c) the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
8.1 The price quoted in the Quotation is based upon the costs of raw materials, correspondent parts, labour and other factors as at the date of the Quotation. The Company reserves the right to increase the Quotation in the event of an increase in such prices prior to the Commencement Date.
8.2 The Quotation is based on the following:
(a) that the Products will be installed in a single uninterrupted installation;
(b) adequate access is provided to the Company;
(c) appropriate ground and sub-base conditions as detailed in the Quotation and
(d) a number of assumptions which are detailed in the Quote regarding the existing environment and ground and sub-base conditions where the work is to be carried out.
8.3 In the event that the Customer insists that the work commences irrespective of the fact that the appropriate ground and sub-base conditions are not satisfactory, the Customer will be asked to confirm as such in writing and in doing so, the Customer acknowledges that the warranty in clause 5.1 will not apply.
8.4 Unless otherwise agreed, a payment of 50% of the total price shall be made to the Company by way of a deposit (Deposit) and shall be accompanied with the Order but in any event, the Deposit will be paid no later than 7 Business Days before the Goods are due to be delivered and/or the Services are to be provided. In the event of late or non-payment of the Deposit, the Company reserves the right to withhold the delivery of the Products and/or the provision of the Services, as appropriate, until such times as the Deposit has been paid in full.
8.5 The price for Products and/or Services shall be the price set out in the Quotation.
8.6 Subject to clause 9, in the event that the Customer cancels the Order, the Company reserve the right to retain the Deposit to cover its costs and any materials purchased pursuant to the Order.
8.7 The Company reserves the right to:
(a) increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. The Company will give the Customer written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Company in writing within 3 weeks of the date of the Company’s notice and the Company shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks’ written notice to the Customer; and
(b) increase the price of the Products, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Products to the Company that is due to:
(i) any factor beyond the control of the Company (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 Products ordered, or the Products Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Products or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Products.
8.8 Interim invoices may be raised during the Contract but this will be agreed with the Customer prior to the Commencement Date.
8.9 The Company shall invoice the Customer in respect of the final amount due at any time after completion of delivery of the Products and/or provision of the Services.
8.10 The Customer shall unless otherwise agreed pay each invoice submitted by the Company:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Company, and time for payment shall be of the essence of the Contract.
8.11 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 the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Products at the same time as payment is due for the supply of the Services or Products.
8.12 Without limiting any other right or remedy of the Company, if the Customer fails to make any payment due to the Company under the Contract by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current HSBC plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.13 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law or otherwise agreed with the Company in writing and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
9.1 If you are contracting as a consumer and if the Contract is completed in your home, place of work or the home of another individual, in accordance with the Cancellation of Contracts Made in a Consumer’s Home or Place of Work etc Regulations 2008 (Regulations), you have the right to cancel the Contract in the period of 7 days starting with the date of receipt by you of this notice of the right to cancel.
9.2 The right to cancel can be exercised by delivery or sending (including electronically) or written cancellation notice within the 7 day period referred to in clause 9.1 to [Paul Robinson]. A cancellation notice sent by post is taken to have been served at the time it is posted and where it is sent electronically, it is taken to have been served on the date on which it is sent.
9.3 A cancellation notice may be in any form provided it is in writing, but if you decide to cancel the Contract, you may wish to use the cancellation form at the end of these Conditions.
9.4 The supply of the Products and/or provision of the Services will not commence until after the end of the cancellation period referred to in clause 9.1. If you wish the Company to commence the supply of Products and/or the provision of Services within the cancellation period, you must request this in writing. In the event that you cancel these Conditions after requesting that the Company commence the supply of Products and/or provision of Services within the cancellation period, you will be liable to pay for any Products and/or Services provided before the cancellation. Any sum paid by or on the Customer’s behalf in provided of these Conditions shall become repayable.
10.1 All Intellectual Property Rights in or arising out of or in connection with the Products and/or Services shall be owned by the Company.
10.2 All Company Materials are the exclusive property of the Company.
A party (Receiving Party) 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 Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of the Contract.
12.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Products and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
(a) the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid for the Products supplied and/or Services provided in accordance with the relevant Order.
12.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.
13.1 Without limiting its other rights or remedies, each 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 this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);
(k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, the Company may terminate the Contract:
(a) by giving the Customer 1 months’ written notice;
(b) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.3 Without limiting its other rights or remedies, the Company shall have the right to suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Customer and the Company if:
(a) the Customer fails to make pay any amount due under this Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(l), or the Company reasonably believes that the Customer is about to become subject to any of them.
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Company Materials which have not been fully paid for. If the Customer fails to do so, then the Company 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;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
15.1 The parties shall attempt to resolve any dispute arising out of or relating to the Contract through negotiations between themselves, who have authority to settle the same. If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.
15.2 If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary.
15.3 Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
16.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Company from providing any of the Services and/or Products for more than 10 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
16.2 Assignment and subcontracting:
(a) The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 16.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
16.4 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Company.
16.9 Governing law and jurisdiction: 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 with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.