Business Terms & Conditions

SCAN Computers International Limited

Standard terms and conditions for the supply of goods and/or services to business customers

These terms and conditions apply to the order by you (“the Customer”) and the supply by us (“the Supplier”) of Goods or Services or Goods and Services to you (“the Contract”)

Table of Contents

IMPORTANT NOTICE
The attention of the Customer is particularly drawn to the provisions of Condition 12 - Limitation of Liability

Whereas:

1. The Supplier and the Customer have agreed that the Supplier will supply Goods or Services or Goods and Services to the Customer.
2. The Supplier and the Customer have agreed that the terms and conditions of this agreement shall apply to the supply of any and all Goods and/or Services by the Supplier to the Customer.

1. Business Definitions

The following definitions and rules of interpretation apply in these Conditions.

1.2 Interpretation

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2. A reference to a party includes its successors and permitted assigns.
3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
5. A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 All of these Conditions shall apply to each Contract for the supply of both Goods and/or Services except where application to one or the other is specified.

2.2 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 law, trade custom, practice or course of dealing.

2.3 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.4 Any Supplier’s Proposal delivered by the Supplier to the Customer shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.5 The Supplier’s Proposal once signed and returned by the Customer shall constitute an Order by the Customer for the supply of the Goods and/or Services upon the terms set out in the Proposal and these Terms and Conditions.

2.6 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.7 The Goods and/or Services shall be supplied in accordance with the Goods Specification or Service Specification or the Goods and Service Specification.

2.8 The Contract is not a sale of goods by sample.

2.9 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services published by the Supplier are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

3. Goods

3.1 The Goods are described in the Goods Specification.

3.3 The Supplier shall have the right to amend the Goods Specification if necessary to comply with any applicable safety or statutory requirements or if the amendment will not materially affect the quality or fitness for purpose of the goods, and the Supplier shall notify the Customer in any such event.

4. Delivery of Goods

4.1 The Supplier shall ensure that:

1. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
2. It states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If the Supplier 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

1. delivery of the Goods shall be deemed to have been completed at 09:00 on the 3rd Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
2. the Supplier shall store the Goods until actual delivery takes place, and shall be entitled to charge the Customer for all related costs and expenses (including insurance).

4.7 If the Customer fails to accept delivery of the Goods within 10 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: the Supplier 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 or charge the Customer for any shortfall below the price of the Goods.

4.8 If the Supplier delivers 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, the Supplier shall make a pro rata adjustment to the invoice for the Goods.:

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall be treated as a separate contract such that any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality of Goods

5.1 The Supplier warrants that the Goods have been tested in accordance with the test conditions set out in the Supplier’s Proposal and meet the Customer’s Requirements and the Goods Specification set out in the Supplier’s Proposal under those test conditions.

5.2 The Supplier does not warrant that the Goods will meet the Customer’s Requirements and/or the Goods Specification set out in the Supplier’s Proposal under other operating conditions.

5.3 The Customer may request a sample of the Goods for testing under its own operating conditions in order to determine whether the Goods meet the Customer’s Requirements and/or the Goods Specification set out in the Supplier’s Proposal under those operating conditions.

5.4 In any case where the Customer does not request a sample of the Goods for testing under its own operating conditions; any failure of the Goods to meet the Customer’s Requirements and/or the Goods Specification set out in the Supplier’s Proposal under the Customer’s operating conditions shall not entitle the Customer to reject the Goods or to any other remedy against the Supplier unless the Goods are in some other way of unsatisfactory quality or unfit for purpose.

5.5 Subject to Condition 5.4 and without prejudice to any rights of the Customer under any separate warranty provided by the manufacturer of any Goods supplied under the Contract, the Supplier warrants that on delivery, and for a period of 6 months from the date of delivery (Warranty Period),] the Goods shall:

1. conform in all material respects with their description and the Goods Specification;
2. be free from material defects in design, material and workmanship; and
3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4. be fit for any purpose held out by the Supplier.

5.6 Subject to Condition 5.7, if:

1. the Customer gives notice in writing to the Supplier during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1;
2. the Supplier is given a reasonable opportunity of examining such Goods; and
3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
4. be fit for any purpose held out by the Supplier.

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.7 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in Condition 5.5 if:

1. the Customer makes any further use of such Goods after giving a notice in accordance with Condition 5.6 ;
2. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
4. the Customer alters or repairs such Goods without the written consent of the Supplier;
5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
6. the Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.8 Except as provided in this Condition 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Condition 5.5.

5.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 In the case of a Contract for the supply of Goods and Services; where the Supplier’s Proposal does not provide for a right in the Customer to resell the Goods, title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) of all sums which the Customer has agreed to pay for the Good and Services under the Contract whether such sums have become due and payable or will become due and whether such sums are certain or contingent.

6.3 In the case of a Contract for the supply of Goods and Services; where the Supplier’s Proposal does provide for a right in the Customer to resell the Goods, title to the Goods shall not pass to the Customer until the earlier of:

1. the Supplier receives payment in full (in cash or cleared funds) of all sums which the Customer has agreed to pay for the Goods and/or Services under the Contract whether such sums have become due and payable or will become due and whether such sums are certain or contingent; and
2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 6.7.

6.4 In the case of a Contract for the supply of Goods (only); where the Supplier’s Proposal does not provide for a right in the Customer to resell the Goods, title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) of all sums which the Customer has agreed to pay for the Good under the Contract whether such sums have become due and payable or will become due and whether such sums are certain or contingent.

6.5 In the case of a Contract for the supply of Goods (only); where the Supplier’s Proposal does provide for a right in the Customer to resell the Goods, title to the Goods shall not pass to the Customer until the earlier of:

1. the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums; and
2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in 6.7.

6.6 Until title to the Goods has passed to the Customer, the Customer shall:

1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
4. notify the Supplier immediately if it becomes subject to any of the events listed in Condition 14.2(b) to Condition 14.2(d);
5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
1. the Goods; and
2. the ongoing financial position of the Customer.

6.7 In the case of a Contract for the supply of Goods and/or Services; where the Supplier’s Proposal does provide for a right in the Customer to resell the Goods, the Customer may resell the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

1. it does so as principal and not as the Supplier's agent; and
2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.8 At any time before title to the Goods passes to the Customer, the Supplier may:

1. by notice in writing, terminate the Customer's right under Condition 6.7 to resell the Goods or use them in the ordinary course of its business; and
2. by notice in writing, terminate the Customer's right to use the Goods in the ordinary course of its business; and
3. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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.

7. Supply of Services

7.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

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

7.3 The Supplier shall have 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 the Supplier shall notify the Customer in any such event.

7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer's obligations

8.1 The Customer shall:

1. ensure that the terms of the Order and any information it provides in both the Service Specification and the Goods Specification are complete and accurate;
2. co-operate with the Supplier in all matters relating to the Services;
3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5. 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;
6. comply with all applicable laws, including health and safety laws;
7. keep all Supplier Materials at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
8. comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.

8.2 If the Supplier'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):

1. without limiting or affecting any other right or remedy available to it, the Supplier 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 the Supplier's performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Condition 8.2; and
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and payment

9.1 The price for Goods:

1. shall be the price set out in the Supplier’s Proposal or, if no price is expressly agreed, the price set out in the Supplier's published price list as at the Commencement Date; and
2. shall be exclusive of all costs and charges of packaging, insurance and transport of the Goods which shall be invoiced to the Customer.

9.2 The charges for Services:

1. shall be the charges set out in the Supplier’s Proposal;
2. the charges for personal services shall be calculated in accordance with the Supplier's daily fee rates, as set out in the Supplier’s Proposal; and
1. are calculated on the basis of an eight-hour day from 09:00 to 17:00 worked on Business Days;
2. the Supplier shall be entitled to charge the overtime rate as set out in the Supplier’s Proposal for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in Condition 9.2(b); and
3. the Supplier will be responsible for any expenses incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses.

9.3 The Supplier reserves the right to:

1. increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index;
2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4 In respect of Goods and/or Services, the Supplier shall have the right to invoice the Customer in accordance with the terms set out in the Supplier’s Proposal.

9.5 The Customer shall pay each invoice submitted by the Supplier:

1. in accordance with the terms for payment set out in the Supplier’s Proposal or any other credit terms agreed by the Supplier and confirmed in writing to the Customer; and
2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

9.6 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 Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.

9.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under Condition 14, 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 Condition 9.8 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%.

10. Intellectual property rights

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by Condition 10.2.

10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 11.2.

11.2 Each party may disclose the other party's confidential information:

1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition 11; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12. Limitation of liability

12.1 References to liability in this Condition 12 include every kind of liability arising under or in connection with the Contract including (without limitation) in contract, tort (including for negligence), breach of statutory duty, misrepresentation (whether innocent or negligent) or restitution.

12.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
4. defective products under the Consumer Protection Act 1987.

12.4 Subject to Conditions 12.2 and 12.3 neither party shall be liable to the other whether in contract, tort (including for negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise for loss or depletion of goodwill, contract (other than the Contract), business or similar losses, loss of profits, revenue, anticipated savings or similar losses, loss of use, loss or corruption of data or information or the costs of restoring the same, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, in each case notwithstanding that such losses may have been reasonably foreseeable.

12.5 Subject to Conditions 12.2, 12.3 and 12.4 each party's total liability to the other in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract within any contract year shall be limited to the total charges in that contract year.

12.6 In Condition 12.5:

1. contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and
2. total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of Goods and/or Services actually supplied by the Supplier, whether or not invoiced to the Customer.

12.7 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in Condition 5 and Condition 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.8 Both parties acknowledge and agree that it is reasonable to exclude or limit their respective liabilities as provided for herein on the basis that (i) the Supplier has calculated the charges and payments to be made by the Customer under the Contract on the basis that the Supplier shall exclude and limit its liability in this way; (ii) the Customer is responsible for providing and maintaining adequate back-up of any data which may be held on the Goods and implementing a robust business continuity and disaster recovery plan; (iii) the Supplier is not aware of the specific purpose to which the Goods may be put or the specific processing that the Customer may engage in; and (iv) both parties may insure against losses for which the other party has excluded or limited its liability under this Agreement.

12.9 This Condition 12 shall survive termination of the Contract.

13. Termination

13.1 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:

1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
2. 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), obtaining a moratorium, 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;
3. 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
4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.2 Without affecting any other right or remedy available to it, the Supplier 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.

13.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier 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 Condition 13.1(b) to Condition 13.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of termination

14.1 On termination of the Contract:

1. the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
2. the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier 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.

14.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, 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.

14.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

15. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

16. General

16.1 Assignment and other dealings

1. The Supplier 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.
2. 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 the Supplier.

16.2 Notices.

1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or
2. sent by email to the address for the party to be served as set out in the Supplier’s Proposal (or an address substituted in writing by the party to be served).
2. Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first-class post or other next working day delivery service, at 09.00 on the 2nd Business Day after posting; or
3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
3. 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.

16.3 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 this agreement.

16.4 Waiver.

1. Except as set out in Condition 2.3 a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.5 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.

16.6 Entire agreement.

1. The Contract constitutes the entire agreement between the parties.
2. Each party acknowledges that in entering into the Contract it does not rely on 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 misstatement based on any statement in the Contract.

16.7 Third party rights.

1. 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.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.8 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).

16.9 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.

16.10 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.