Triple Pillar Ltd t/a Rhino Shrinkwrap - Terms & Conditions of Sale
In these Conditions, the following definitions apply:
- Business Day:
- a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
- Commencement Date:
- has the meaning set out in clause 2.2.
- these terms and conditions as amended from time to time in accordance with clause 13.9.
- the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
- the person or firm who purchases the Goods and/or Services from the Supplier.
- Delivery Location:the location set out in the Order or such other location as the parties may agree.
- the natural and man-made environment including all or any of the following media: air (including air within buildings and other natural or man-made structures above or below the ground), water, land, and any ecological systems and living organisms (including man) supported by those media.
- Force Majeure Event:
- has the meaning given to it in clause 13.1(a).
- (wind speed data) measured by reference to the nearest weather station recognised by the UK Met Office.
- the goods and any Supplier Materials (or any part of them) set out in the Order.
- Goods Specification:
- the specification for the Goods set out in the Order.
- Hazardous Substances:
- any material, substance or organism which, alone or in combination with others, is capable of causing harm to the environment (including, in the case of man, offence to any of his senses of harm to his property), including radioactive substances and materials containing asbestos.
- Intellectual Property Rights:
- all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database 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.
- 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 as the case may be.
- Service Area:
- the area where the Services are to be provided.
- the services supplied by the Supplier to the Customer as set out in the Service Specification.
- Service Specification:
- the description or specification for the Services set out in the Order.
- Triple Pillar Ltd registered in England and Wales with company number 8946643, trading as Rhino Shrinkwrap.
- Supplier Materials:
- all materials, equipment, documents and other property of the Supplier.
- Warranty Period:
- a period of 25 weeks from the date of delivery.
In these Conditions, the following rules apply:
- a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- a reference to a party includes its successors or permitted assigns;
- 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;
- 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
- a reference to writing or written includes faxes.
2. BASIS OF CONTRACT
2.1. The Order constitutes an offer by the Customer to purchase Goods and/or Services and/or to rent Supplier Materials, in each case 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.
2.4. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services 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 have any contractual force.
2.5. These Conditions supersede any other conditions previously issued and may not be varied except by written agreement of a director of the Supplier and apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer, and is only valid for the viability period specified therein.
3.1. Subject to clause 3.2, the Supplier warrants that on delivery, and for the Warranty Period, the Goods shall:
- conform in all material respects with the Goods Specification;
- be free from material defects in design, material and workmanship;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- be fit for any purpose held out by the Supplier.
3.2. The Goods are not 100% watertight unless stated in the Goods Specification and the Supplier shall have no liability to the Customer in respect of any loss or damage caused by water ingress or condensation.
3.3. Subject to clause 3.4, if:
- 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
- the Supplier is given a reasonable opportunity of examining such Goods (and, for the avoidance of doubt, this shall include retaining the Goods for inspection by the Supplier);
- The Supplier shall, at its option, repair (or procure the repair of) or replace the defective Goods, or refund the price of the defective Goods in full.
3.4. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 3.1 if:
- 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 (including ensuring that the Goods are not damaged by uncovered scaffolding clips or other equipment);
- the defect arises as a result of a change to or failure of all or part of the scaffold or underlying structure provided by the Customer to which the Goods are fixed.
- the defect arises as a result of the Supplier following any drawing, design or specification (in respect of the Goods and/or Services) supplied by the Customer;
- the Goods are altered or repaired (and, for the avoidance of doubt, this shall include any alterations under clause 3.3 which are put in hand by the Customer) without the written consent of the Supplier;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions (including exposure to winds and gusts in excess of 47 mph);
- the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;
- where payment has not been received in accordance with clause 7;
- the Goods are supplied outside the UK.
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 (and, in particular, the warranty in clause 3.1) shall apply to any repaired or replacement Goods supplied by the Supplier under clause 3.3 for the Warranty Period from the date of delivery of the original Goods.
3.7. The Supplier shall have no liability to the Customer in respect of
4. TITLE AND RISK
4.1. The risk in the Goods shall pass to the Customer on completion of delivery to the Delivery Location. Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence.
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:
- the Goods; and
- 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:
- hold the Goods on a fiduciary basis as the Supplier’s bailee;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- 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;
- notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(c) to clause 11.1(m); and
- give the Supplier such information relating to the Goods as the Supplier may require from time to time, but, subject to clause 4.3(f), the Customer may use the Goods in the ordinary course of its business.
- if it resells the Goods, it shall procure that it is a condition of such resale that the rights of the Supplier are expressly reserved to enter the premises of the Customer or Customer’s customer for the purpose of recovering the Goods in accordance with clause 4.4.
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(c) to clause 11.1(m), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, 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 situated in order to recover them.
4.5. The Supplier’s rights under clause 4.3 and 4.4 are in addition to and do not limit any of the Supplier’s other rights or remedies.
5. SUPPLY OF SERVICES
5.1. The Supplier shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
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. Time shall not be of the essence for the performance of the Services and the Supplier shall not be liable to pay any penalty in the event of late performance
5.3. 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.
5.4. The Supplier shall not be obliged to provide the Services in high wind (greater than 15mph) or rain which prevents the Services being provided. If the Customer requires and the Supplier agrees to provide Services in such circumstances, the Supplier shall be entitled to make additional charges in accordance with clause 7.2.
5.5. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5.6. The Supplier warrants to the Customer that the Goods and Services will be provided so that the Goods will in winds up to and including 47 mph remain intact and attached to the structure to which they were connected by the Supplier.
5.7. The Supplier shall have the right to fix a notice to the Goods setting out the Supplier’s contact details in the event of any problem arising in relation to the Goods or Services. The Customer shall ensure that this notice remains clearly visible while the Goods are in use.
5.8. The Services shall not include making final seals to structures or cutting around scaffolding that protrudes outside the scaffolding to be encased, or the removal of Goods from scaffolding or disposal from site unless set out in the Order.
6. CUSTOMER’S OBLIGATIONS
6.1. The Customer shall:
- ensure that the terms of the Order (including the Goods Specification, the Services Specification and any period for rental of Supplier Materials) are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier, its employees, agents, consultants and subcontractors, with clear safe access to the Service Area (including fully boarded access to all scaffolding), the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
- 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;
- prepare the Service Area for the supply of the Services, including providing properly erected and maintained mobile access platforms and ensuring that all scaffolding conforms to TG20 scaffolding regulations, constructed in such a way as to minimise sharp edges and protrusions, with up to date inspections and relevant scaffolding tags in place;
- allow the Supplier access to the Service Area before the provision of the Services for the purposes of inspecting that the Customer has complied with its obligations under clause 6.1e);
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start and, upon request by the Supplier, allow the Supplier to examine all relevant documents and property to confirm that the Customer has satisfied its obligations under this clause 6.1(g);
- keep and maintain all materials, equipment, documents and any 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;
- procure that an authorised person is present on site at completion of the provision of Goods and Services to inspect the Goods and Services and sign handover documentation to confirm the work has been completed in accordance with the Order (and in default of compliance with this clause 6.1(i), the Goods and Services shall be deemed to have provided in accordance with the Goods Specification and the Service Specification and any request for further Goods or Services shall be deemed to be a request for additional Goods and Services which shall be subject to a further charge under clause 7.2);
- notify the Supplier at least 10 Business Days in advance of any date for removing rented Supplier Materials and clear the Supplier Materials of all debris, tools, machines, electrical boxes & cables, extractors and personnel;
- ensure that all non-Supplier personnel using the Goods &/or Supplier Materials adhere to UK Health & Safety legislation (including, Personal Protective Equipment Regulations 2002 and Work at Height Regulations 2005);
- the area to be shrink-wrapped must be segregated to the greatest practicable extent by the use of metal or fire retardant screens and must be cleared of combustible material before operations commence;
- combustible floor, substances in or surrounding the segregated area must be liberally covered with incombustible material before shrink-wrapping;
- where work is being carried out in an enclosed area an employee of the Customer must be present at all times to guard against the outbreak of fire;
- specifically authorise, sign for and approve all safety arrangements;
- make a thorough examination of each shrink-wrapping area approximately one hour after shrink-wrapping has ceased;
- prevent from working any Supplier personnel not using or wearing appropriate Personal Protective Equipment and immediately notify the Supplier of such;
- from the Commencement Date until twelve months after the Delivery Date, the Customer shall not solicit or offer employment to any of the Supplier’s staff up to that employee’s termination of employment and for three months thereafter and in the event of a breach of this clause 6.1(k), the Customer shall pay the Supplier the equivalent of one year’s salary, which is agreed by the parties to be a genuine pre-estimate of the Supplier’s loss in such circumstances.
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):
- 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;
- 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 6.2; and
- 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 charges for Services shall be as set out in the Order.
7.2. If additional Goods and or Services (including additional manpower) are required by the Customer beyond those set out in the Order (including repair work other than as provided for under clause 3.3), the Supplier shall be entitled to make additional charges which shall be quoted to the Customer before work commences and, in particular, shall be entitled to charge overtime rates for any time worked outside an eight-hour day from 8.00 am to 5.00 pm worked on Business Days.
7.3. The Customer shall pay each invoice submitted by the Supplier:
- within 28 days of the date of the invoice; and
- 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.
7.4. The Customer shall specify in the Order any reference or code to be indicated in invoices submitted by the Supplier.
7.5. 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. In addition, any non-UK tax, duty or other impost on payments by the Customer to the Supplier shall be paid by the Customer.
7.6. 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 due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of eight per cent per annum above the then current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding monthly.
7.7. 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.
7.8. Rental charges: If Supplier Materials are being rented by the Customer, the Supplier shall be entitled to make additional charges for:
- rental periods beyond those set out in the Order;
- damage to the Goods (including, for the avoidance of doubt, bent scaffold tubes and broken, sawn or damaged platform boards);
- lost or stolen Goods;
- the cost of any clearing and or cleaning of the Goods required by the Supplier.
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.
9.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY
10.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- defective products under the Consumer Protection Act 1987.
10.2.Subject to clause 10.1:
- the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
- 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 in no circumstances exceed the price paid by the Customer to the Supplier under the Contract; and
- the Supplier shall not be liable for any Hazardous Substances that emit, escape or migrate from the Service Area.
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. This clause 10 shall survive termination of the Contract.
11.1. Without limiting its other rights or remedies, 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 this Contract on the due date for payment;
- the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 Business Days after receipt of notice of the breach;
- the Customer 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;
- the Customer 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;
- 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 Customer (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;
- the Customer (being an individual) is the subject of a bankruptcy petition or order;
- a creditor or encumbrancer of the Customer 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;
- 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 Customer (being a company);
- a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;
- 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;
- 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 11.1c) to clause 11.1j) (inclusive);
- the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
- the Customer (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 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:
- the Customer fails to make pay any amount due under this Contract on the due date for payment; or
- the Customer becomes subject to any of the events listed in clause 11.1.c) to clause 11.1.m), 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:
- 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;
- the Customer shall return all of the 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;
- the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13.1. Force majeure:
- 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.
- 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.
- If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than four 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.
13.2. Assignment and subcontracting:
- 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.
- 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.
13.3. Lien: In addition to any right of lien to which the Supplier may by law be entitled, the Supplier shall in the event of the Customer’s insolvency be entitled to a general lien on all items in the Supplier’s possession (notwithstanding that such items or any of them may have paid for) for any unpaid Customer invoices under this or any other Contract.
- 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.
- 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.
- This clause 13.4 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.
13.5. Waiver and cumulative remedies:
- 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.
- Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
- 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.
- 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.
13.7. 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.
13.8. Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.9. Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
13.10. Subject to express agreement to the contrary, all Orders written or verbal are accepted on the understanding that the foregoing Conditions shall apply to each and every transaction.
13.11. 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 noncontractual 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.