Terms and Conditions of Sale – Revision 2023-01

1. Interpretation

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

1.1 Definition

1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2. CIF: Cost, Insurance and Freight delivery method. 
3. Conditions: these terms and conditions as amended from time to time in accordance with clause 17.8. 
4. Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
5. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
6. Customer: the person or firm who purchases the Goods from the Supplier. 
7. Delivery Location: has the meaning given in clause 4.2.
8. FOB: Free on Board delivery method.  
9. Force Majeure Event: means any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by government or public authority, including without limitation, imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; and non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause.
10. Goods: the goods (or any part of them) set out in the Order. 
11. Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
12. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
13. Maximum Actual Order Variance: the possible variation between the number of Goods ordered by the Customer and the number of Goods actually delivered by the Supplier. 
14. Order: the Customer’s order for the supply of Goods, as set out in the Customer’s purchase order form.
15. Order Acknowledgement:the Supplier’s document provided to the Customer acknowledging the Order.
16. Product Description:the description of the Goods, as set out in the Order Acknowledgement.
17. Supplier: Vulcan Refractories Limited registered in England and Wales with company number 00952421. 
18. Supplier Materials: has the meaning given in clause 7.1(c).

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 personal representatives, successors and permitted assigns.
3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
5. A reference to writing or written includes fax and email.

2. Basis Of Contract

2.1. 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.

2.2. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the details in the Order and any applicable Goods Specification are complete and accurate.

2.3. 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.

2.4. 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.

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

2.6. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 days from its date of issue.

2.7. No Order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profits), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Supplier as a result of the Customer’s cancellation.

3. Goods

3.1. The Goods are described in the Supplier’s Product Description as modified by the Goods Specification.

3.2. The Goods will only be supplied in the minimum units (or multiples) stated in the Supplier’s Product Description or in the multiples specified in the Order. Orders for quantities other than as stated in the Supplier’s Product Description or the Order will be adjusted accordingly. 

3.3. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.3 shall survive termination of the Contract. 

3.4. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.5. Where the Goods are not standard items and have to be manufactured specially for the Customer, the Customer agrees to accept and to pay for the actual quantity of all such Goods produced according to the following:

3.6. The Customer shall be invoiced at the contract rate for the quantities actually delivered, in accordance with clause 3.5 above. Any such variance shall be accepted by the Customer in satisfaction of the Contract. 

3.7. Tooling remains the property of the Supplier. Any tooling costs paid are a contribution and do not represent the full cost. 

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 type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are 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 (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 the following at the Delivery Location:

1. If the Goods are to be collected from the Supplier’s premises by the Customer, the loading of the Goods on to the collecting vehicle; or
2. If the Goods are to be delivered by the Supplier to the Customer’s premises in the United Kingdom, or by agreement anywhere outside of the United Kingdom, the unloading of the Goods from the delivering vehicle; or
3. If the Goods are to be delivered by FOB or CIF, the passing of the Goods over the ship’s rail.

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 for the Goods or any relevant instruction related to the supply of the Goods.

4.6. If the Customer fails to take or accept delivery (as applicable) of the Goods within three 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 9.00 am on the third 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 delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery (as applicable) of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

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

5. Quality of goods

5.1. The Supplier warrants that on delivery, the Goods shall:

1. conform in all material respects with their description and the Goods Specification; and
2. be free from material defects in material and workmanship.

5.2. Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

1. the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
2. the Supplier is given a reasonable opportunity of examining such Goods and for this purpose, the Supplier shall have the right to enter the Customer’s place of business to inspect the Goods or alternatively, 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.

5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
2. the defect arises as a result of storage, installation, commissioning, use or maintenance of the Goods by or on behalf of the Customer
3. the defect arises as a result of the Supplier following any drawing, design or Goods 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 the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ 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 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. 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 respect of which payment has become due, 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 clause 6.4

6.3. 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 (as stated on the Order Acknowledgement) from the date of delivery;
4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2(b) to clause 12.2(d); and
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.

6.4. Subject to clause 6.5, the Customer may resell or use 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.

6.5. 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 clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
2. 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. Customer obligation

7.1. The Customer shall:

1. ensure that the details of the Order and any information it provides in the Goods Specification are complete and accurate;
2. comply with all applicable laws, including health and safety laws;
3. keep all materials, equipment, documents and other property of the Supplier (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; and
4. comply with any additional obligations as set out in the Goods Specification.

7.2. 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 delivery of the Goods 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 clause 7.2; 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.

7.3. The Customer shall not, in selling their product or service, make any reference to the Supplier or to any of the Supplier’s trademarks or brand names without the Supplier’s prior written consent.

8. Charges and payment

8.1. The price for Goods:

1. shall be the price set out in the Order Acknowledgement; and
2. shall be exclusive of all costs and charges of non-standard packaging, insurance, transport of the Goods and local taxes and tariffs, which shall be invoiced separately to the Customer.

The Supplier reserves the right to:

8.2. 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. 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 or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3. The Supplier shall invoice the Customer for the goods on or at any time after completion of delivery.

8.4. The Customer shall pay each invoice submitted by the Supplier:

1. within 30 days of the date of the invoice or in accordance with any 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.

8.5. Notwithstanding clause 8.4, the Supplier may, at any time and at its sole discretion, require the Customer to make payment in full in advance of delivery of the Goods or to advance adequate security for the payment of all amounts due or becoming due under the Contract.

8.6. 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 Goods at the same time as payment is due for the supply of the Goods.

8.7. 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 clause 12 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7 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%.

8.8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual property rights

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

9.2. 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 Goods to the Customer.

10. Confidentiality

10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.

10.2. Each party may disclose the other party’s confidential information:

1. to its employees, officers, representatives 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 clause 10; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3. 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.

11. Limitation of liability

11.1. The Supplier has obtained insurance cover in respect of its own legal liability for individual claims (which the limits and exclusions in this clause reflect) and the Customer is responsible for making its own arrangements for the insurance of any excess loss. Alternatively, the Supplier can provide, at the Customer’s cost, insurance to cover those risks excluded by this clause 11 that are not covered by the Supplier’s existing insurance cover. Costs to provide such additional insurance cover should be requested from the Supplier by the Customer, if required.

11.2. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

11.4. 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.

11.5. Subject to clause 11.4, the Supplier’s total liability to the Customer shall not exceed the purchase price for the Goods under the Contract.

11.6. Subject to clause 11.4, the following types of loss are wholly excluded:

1. 1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of use or corruption of software, data or information;
   6. loss of or damage to goodwill;
   7. indirect or consequential loss;
   8. wasted expenditure;
   9. additional costs of procuring and implementing replacements for, or alternatives to, Goods not provided in accordance with the Contract. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials; and
   10. losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Supplier’s personnel, regulators and customers of the Customer;

11.7. The Supplier has given commitments as to compliance of the Goods with relevant specifications in clause 5. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.8. This clause 11 shall survive termination of the Contract.

12. Termination

12.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 3 months’ written notice.

12.2. 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:

1. the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so;
2. the Customer 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 Customer 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 Customer’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.
5. the Customer fails to pay any amount due under the Contract within 16 days of the due date for payment;
6. there is a change of Control of the Customer; or
7. the Customer or any of its directors or employees commits any act, which in the reasonable opinion of the Supplier, may adversely affect or jeopardise the name or reputation of the Supplier.

12.3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of 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 clause 12.2(b) to clause 12.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13. Consequences of termination

13.1. On termination of the Contract for any reason:

1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of 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. If the Customer has placed an Order with the Supplier and the Goods are yet to be supplied to the Customer, the Customer shall immediately pay to the Supplier all costs incurred by the Supplier relating to that Order;
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.

13.2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

14. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

15. Packing and Marking

15.1. Unless otherwise agreed in writing with the Supplier, all packages and other containers in which the Goods may be delivered to the Customer are non-returnable.

15.2. Packages and containers that are specified as returnable shall remain the property of the Supplier and the Customer shall not use these for any other purpose other than for storage of the Goods supplied.

15.3. If the packages and containers are to be returned to the Supplier following delivery of the Goods, they should be returned by the Customer in good condition, within a time specified by the Supplier and to an address indicated by the Supplier.

15.4. While the Supplier will use their reasonable endeavours to comply with any lawful and reasonable instruction the Customer may give as to the markings to be placed on any packages or containers, the Supplier accepts no responsibility for any failure and the Customer shall indemnify the Supplier against all consequences of complying with the Customer’s instructions in respect of packing and marking the Goods.

16. Health & Safety

16.1. The Goods are sold by the Supplier to the Customer on the basis that the Customer acknowledges the care and handling recommendations provided by the Supplier in the Goods Specification.

16.2. If the Customer is not in possession of information relating to the safe use and handling of the Goods, then the Customer should contact the Supplier for this information.

17. General

17.1 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.

17.2 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 if sent from within the same country as the recipient is situated, by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
   2. if sent from a different country in which the recipient is situated, delivered by prepaid airmail providing proof of delivery at the registered office address.
2. Any notice shall be deemed to have been received:
   1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
   2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
   3. if sent by prepaid airmail providing proof of delivery, at 9:00am on the seventh Business Day after posting.
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.
4. A notice given under the Contract is not valid if sent by email.

17.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5. 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.

17.6. Entire agreement.

1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
3. Nothing in this clause shall limit or exclude any liability for fraud.

17.7. Third party rights.

1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8. 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).

17.9 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.

17.10 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.