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General Terms & Conditions
The Customer’s attention is particularly drawn to the provisions of clause 10.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day means 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 Conditions means these terms and conditions are amended from time to time in accordance with clause 14.8. Contract means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions. Customer means the person or firm who purchases the Goods and/or Services from the Supplier. Customer Specification means any description, specification, design for the Goods and Services (including any relevant plans or drawings) that is provided by Customer to the Supplier directly or by way of the Customer’s appointed professional or other adviser. Force Majeure Event has the meaning given to it in clause 14.1.11. Goods means the goods and materials (or any part of them) set out in the Order and any other goods or materials required for the provision of the Services. Intellectual Property Rights means 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 right, 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 means the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. Services means the services, including any installation works, supplied and/or carried out by the Supplier to the Customer as necessary for the supply of the Goods as set out in the Specification. Specification means in relation to Goods and Services, any description or specification or design for the Goods and Services (including any relevant plans or drawings) that is provided by the Supplier to the Customer or produced by the Supplier and agreed in writing by the Customer. Supplier means Canopies UK Limited of 1 Charters Way, Darwen, Lancashire BB3 0GY registered in England and Wales with company number 02472327. Supplier Materials means all materials, equipment, documents and other property of the Supplier.
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3 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;
1.2.4 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
1.2.5 a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 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’).
2.3 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 Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of the Goods and/or Services.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 3 months from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Quality of Goods
3.1 The Supplier warrants that on delivery or completion of installation as the case may be, and for a period of 10 years from the date of delivery or completion of installation whichever is the latter (‘Warranty Period’), the Goods shall:
3.1.1 conform in all material respects with their description and any applicable Specification;
3.1.2 be free from material defects in design, material and workmanship;
3.1.3 be of satisfactory quality; and
3.1.4 be fit for any the specific purpose as specified on the Order. No warranty as to fitness for any other purpose is warranted.
3.2 Subject to clause 3.4, if:
3.2.1 the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.1; and
3.2.2 the Supplier is given a reasonable opportunity of examining such Goods;
the Supplier shall, at its option, repair or replace the defective Goods to the original Specification.
3.3 In the event that the Customer gives notice in accordance with clause 3.2.1 the Supplier will return to site to examine such Goods or installation in accordance with clause 3.2.2. However, if upon such examination it transpires that the issue or complaint set out in the notice is not a result of a fault with the Goods or installation then the Supplier reserves the right to charge the Customer for its reasonable costs of attending the site and carrying out such inspection.
3.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 3.1 if:
3.4.1 the Customer takes any action or makes any further use of such Goods after giving a notice in accordance with clause 3.2;
3.4.2 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;
3.4.3 the defect arises as a result of the Supplier following any drawing, or complying with any Customer Specification;
3.4.4 the defect arises as a result of any latent or other defect in any existing structure to which the Goods are to be installed whether by the Supplier or otherwise; including but not limited to the state of any walls, brickwork or mortar;
3.4.5 the Customer removes, takes down, alters or repairs such Goods without the written consent of the Supplier;
3.4.6 the Customer fails to have due regard to the aftercare provisions set out in clause 13; or
3.4.7 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
3.5 Except as provided in this clause 3, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 3.1.
3.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.2.
4. Title and Risk
4.1 The risk in the Goods shall pass to the Customer on completion of delivery.
4.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
4.2.1 the Goods; and
4.2.2 any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
4.3 Until title to the Goods has passed to the Customer, the Customer shall:
4.3.1 hold the Goods on a fiduciary basis as the Supplier’s bailee;
4.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
4.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
4.3.4 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;
4.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12; and
4.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.
4.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods 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.
5. Supply of Services
5.1 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects. The Supplier shall deliver and where applicable install the Goods to the location set out in the Order as part of the performance of the Services and for the purposes of these Conditions the Delivery of the Goods shall be completed on the Goods’ arrival at the location as specified in the Order or such other location as the parties may agree.
5.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
5.3 The Supplier will not be liable for any delay to the performance of the Services and the Customer shall have no claim or recourse against the Supplier for any reasonable necessary inconvenience, or should the installation not be completed in the anticipated contract period.
5.4 Unless otherwise expressly provided for as part of the Specification for the Services the Customer notes, accepts and acknowledges that the Supplier and its representatives do not purport to provide, are not authorised to do so and nor will provide services in respect of the installation or un-installation of any form of electrical fitting or appliance. Any such fitting or appliance and the hazard it may represent to the provision of the Services must at the Customers cost be removed or re-located prior to the provision of the Services.
5.5 The Supplier 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 Supplier shall notify the Customer in any such event.
5.6 In the event that the Customer wishes to make changes to the Services as agreed for any reason then a request in writing must be submitted to the Supplier. Upon review of that request and at its sole option the Supplier will confirm to the Customer the additional cost of providing the change to the Services including the additional cost of any additional Goods required to effect such a change. Subject to written agreement as to such costs the additional works required to carry out the change to the Services shall then be carried out in accordance with this contract.
5.7 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
6. Customer’s Obligations
6.1 The Customer shall:
6.1.1 ensure that the terms of the Order and the information it provides in the Specification are complete and accurate;
6.1.2 co-operate with the Supplier in all matters relating to the Services;
6.1.3 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;
6.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
6.1.5 prepare the Customer’s premises for the supply of the Services and where the Services include installation:
18.104.22.168 ensure that the relevant working area is safe and clear from all loose materials, debris, furniture or other items prior to the arrival of the Suppliers representatives;
22.214.171.124 ensure that the relevant working area remains free from all the Customers employees, pupils, residents or other or persons as applicable and the general public for the duration of the provision of the Services;
126.96.36.199 ensure that the relevant working area is free from any electrical fittings or appliances that may prove a hazard to the provision of the Services as per clause 5.4.
6.1.6 before the date on which the Services are to start obtain and maintain all necessary licences, permissions, approvals and consents which may be required for the Services (which for the avoidance of any doubt this is to include compliance with any statutory requirements, secondary legislation, regulations, bye-laws and planning agreements, obligations and consents required) ;
6.2 If the Supplier’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’):
6.2.1 the Supplier 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 Supplier’s performance of any of its obligations;
6.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Customer Default; and
6.2.3 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.
7. Charges and Payment
7.1 The price for Goods and the Services shall be the price set out in the Order. The price of the Goods is inclusive of all goods and materials required for the Services and where applicable any design and installation.
7.2 Where payable a non-refundable deposit of the applicable percentage of the price for the Goods and Services set out in the Order or such other sum as is agreed by the Supplier (the Deposit) is due and payable on acceptance of the Order by the Supplier with the balance to be invoiced following completion of delivery or installation of the works as appropriate.
7.3 The Supplier reserves the right to:
7.3.1 increase the price of the Goods, by giving notice to the Customer at any time before delivery or installation, to reflect any increase in the cost of the Goods and Services to the Supplier that is due to:
188.8.131.52 any request by the Customer to change the delivery or installation date(s), quantities or types of Goods ordered, or the Specification in respect of the Goods; or
184.108.40.206 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; or
220.127.116.11 any other change to the Services agreed between the Supplier and the Customer in accordance with clause 5.6.
7.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery or completion of installation whichever is the later.
7.5 Payment for the Goods and Services is due upon the date of the invoice (the Due Date).
7.6 The Customer shall pay each invoice submitted by the Supplier:
7.6.1 by no later than the final date for payment (the Final Date for Payment) as set out on the Order, in the event it is not stipulated on the Order the Final Date for Payment shall be 30 days from the Due Date; and
7.6.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, or by cheque made payable to the Supplier
and time for payment shall be of the essence of the Contract.
7.7 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.
7.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the Final Date for Payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current Bank of Englands base lending 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.
7.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8. Intellectual Property Rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
8.2 All Supplier Materials are the exclusive property of the Supplier.
Neither the Supplier nor the Customer shall at any time disclose to any third party other than your professional advisers any confidential information concerning the business, affairs, customers, clients or suppliers of the other party for any purpose other than to perform our respective obligations under this appointment, except as required by law, court order or any governmental or regulatory authority.
10. Limitation of Liability:
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
10.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.1.5 defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1:
10.2.1 the Supplier 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 for any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 the Supplier’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 value of Contract Price stated in the Order.
10.3 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.
10.4 The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise directly or indirectly, from the Customers breach of any of its obligations under this Contract.
10.5 This clause 10 shall survive termination of the Contract.
11.1 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:
11.1.1 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;
11.1.2 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;
11.1.3 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.4 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;
11.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
11.1.6 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;
11.1.7 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);
11.1.8 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;
11.1.9 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;
11.1.10 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 11.1.2 to clause 11.1.9 (inclusive);
11.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
11.1.12 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.
11.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract:
11.2.1 by giving the Customer written notice prior to commencement such notice shall in any event to be given no later than 4 weeks from the date of the Order;
11.2.2 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;
11.2.3 with immediate effect in the event that upon inspection of the Customers premises the provision of the Goods and Services prove practically or legally impossible or financially infeasible;
11.3 The Customer may terminate the Contract the Contract by giving the Supplier written notice such notice to be given no later than 4 weeks from the date of the Order.
11.4 Without limiting its other rights or remedies, the Supplier shall have the right to 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:
11.4.1 the Customer fails to pay any amount due under this Contract on the Final Date for Payment; or
11.4.2 the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.12, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12. Consequences of Termination
12.1 On termination of the Contract for any reason following expiry of the Cooling Off Period:
12.1.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.1.2 the Customer shall return all of the Supplier Materials and any Goods or other materials 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;
12.1.3 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;
12.1.4 the Customer shall be liable for any costs or charges incurred or to be incurred by the Supplier howsoever arising in relation to the Goods and/or the preparation for and/or the carrying out of the Services under this Contract; and
12.1.5 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13.1 The following Aftercare notice is for the Customers information only and does not constitute instructions, directions or method statements and the Customer shall comply with all relevant Health & Safety advice, recommendations and codes of practice (for the avoidance of any doubt this is to include all requirements as to working at height) when carrying out any maintenance, cleaning, aftercare or other activity to, on or about the installation.
13.2 The Customer accepts and acknowledges that under no circumstances should an installed canopy with a projection of less than 2.4m be accessed, walked upon or be used as a walking platform. If the installed canopy is of a projection in excess of 2.4m then subject always to clause 13.1 it may be walked upon using the appropriate form of walking board equipment.
13.3 The Customer accepts and acknowledges that it must not allow snow and/or ice to build up on the canopy. Subject always to clause 13.1 snow and/or ice should be cleared from the canopy using a soft brush.
13.4 To maintain the canopy in its best condition the Supplier recommends that subject always to clause 13.1 the canopy is cleaned periodically with warm water and detergent, and that any deposits are cleaned off with white spirit.
13.5 Any failure on the part of the Customer to have due regard to the aftercare direction in this clause 13 will invalidate the Suppliers warranty as set out in clause 3.
14.1 Force majeure:
14.1.1 For the purposes of this Contract, ‘Force Majeure’ Event means an event beyond the reasonable control of the Supplier 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.
14.1.2 The Supplier 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.
14.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.2 Assignment and subcontracting:
14.2.1 The Supplier 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.
14.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.3.1 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.
14.3.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, 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.
14.3.3 This clause 14.3 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.
14.4.1 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.
14.5.1 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.
14.5.2 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.
14.6 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.
14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8 Variation: 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 Supplier.
14.9 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.