• Definitions and interpretation
  • In these Conditions the following definitions apply:

• In these Conditions, unless the context otherwise requires:
  • a reference to a statute or statutory provision is a reference to such statute or provision as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
  • Any phrase introduced by 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.
  • A reference to writing or written includes emails.
• Application of these conditions
  • These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
  • No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
  • No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Customer and the Supplier respectively.
  • The Customer may request the Deliverables from the Supplier by placing an Order.
  • Before the Customer can accept an Order, the Customer must submit a credit application and undergo a credit approval process prior to receiving Deliverables on an open account basis.
  • If a Customer does not wish to submit a credit application, or submits an unsuccessful credit application, the Supplier will consider the Order on the basis that payment of the Price will be made in advance.
  • If the Supplier is unable to accept an Order, or if the Customer fails the credit application process, it shall notify the Customer as soon as reasonably practicable. Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
  • If the Supplier is able to accept an Order it will provide the Customer with a Quotation subject to the Contract including these Conditions. Quotations are invitations to treat only.
  • If the Customer agrees to the Quotation, it will communicate this to the Supplier by way of a written purchase order.
  • Upon receipt of the purchase order, the Supplier will provide to the Customer an Order Acknowledgment.
  • No binding obligation to supply any Deliverables shall arise, until the earlier of:
    • the provision of an Order Acknowledgement to the Customer; or
    • the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
  • Communication by the Customer to the Supplier of its agreement to the Quotation, as set out in clause 2.9, shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.
  • Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
• Price
  • The price for the Deliverables shall be as set out in the Quotation and confirmed in the Order Acknowledgment (the Price).
  • Unless otherwise specified the Price is exclusive of VAT.
  • The Price will generally include standard delivery, unless otherwise specified in the Order Acknowledgment. If the Customer requires a specific time slot for delivery or for a specific vehicle (e.g. FORS) to make the delivery the additional charges will apply.  The Supplier will notify the Customer of such additional charges in writing and the Customer will be expected to raise a purchase order for these additional charges.
  • The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT
  • The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables and which is due to any factor beyond the control of the Supplier.
• Payment
  • The Supplier shall invoice the Customer for the Deliverables,:
    • where Goods are included as part of the Deliverables, upon dispatch of the Deliverables or each Call-off; or
    • where only Services are being provided, either:
      • on completion of the Services if the Customer has a credit account; or
      • before the Services commence if the Customer does not have a credit account.

• The Customer shall pay all invoices:
  • in full without deduction or set-off, in cleared funds on the terms and by the due date set out in the applicable invoice or if no terms are specified in the invoice within 30 days of end of the month of the date of each invoice; and
  • to the bank account nominated by the Supplier.
• Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date the Supplier may, without limiting its other rights,:
  • charge interest on such sums at 2% a year above the base rate of the Bank of England from time to time in force; and
  • interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
  • reduce or revoke any credit provided to the Customer
• Credit limit

The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

• Delivery and performance
  • Once the Supplier has issued the Order Acknowledgment, the Customer may request the Supplier to provide the Deliverables in whole or in part. If the Customer requests the Supplier to provide the Deliverables in various parts and at various times, the Customer may request a Call-off.  
  • If any of the Goods are not held in stock by the Supplier, the Supplier will place an order for such Goods with a third party supplier/manufacturer. Please note that the Supplier does not manufacturer or hold stock of any Heat Interface Units (HIUs) at its premises.  HIU are usually made to order and are manufactured in Denmark.
  • The Customer will be notified of an estimated delivery date in writing by the Supplier’s project delivery coordinator.  
  • The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) communicated to the Customer. Any delivery date provided is an estimation only.  The Supplier will notify the Customer of any changes to the estimate delivery date as soon as possible.
  • The Goods shall be deemed delivered on arrival of the Goods at the Location by the Supplier or its nominated carrier (as the case may be). If the Customer fails to take delivery of the Goods, for whatever reason, the Goods shall still be deemed delivered at this time, notwithstanding that the goods are not delivered.
  • For the avoidance of doubt, the Supplier will deliver Goods to street level only and the Customer is responsible for unloading of the Goods at the Location. The Customer will have twenty (20) minutes to unload the Goods after the Goods arrive at the Location (the Supplier’s nominated carrier has a twenty (20) minute window to honour a delivery).
  • The Services shall be performed by the Supplier at the Location on the date(s) specified in writing to the Customer.
  • The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.
  • The Supplier may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  • Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:
    • the date of delivery or performance;
    • the relevant Customer and Supplier details;
    • if Goods, the product numbers and type and quantity of Goods in the consignment;
    • if Services, the category, type and quantity of Services performed; and
    • any special instructions, handling and other requests.
  • Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only.
  • If the Customer fails to accept delivery of the Goods, for whatever reason, the Supplier shall store and insure the Goods pending re-delivery. The Supplier will charge the Customer storage fees of 1% of the Price of the Goods per week that the Supplier is storing the Goods. The Supplier will also charge the Customer a re-delivery charge for each re-delivery attempted.  The Customer must pay the storage and re-delivery charges in advance of re-delivery by, or on behalf of, the Supplier.
  • Upon delivery of Goods, any associated packaging material (including pallets) becomes the property of the Customer and it will be the responsibility of the Customer to dispose of these.
• Risk

Risk in the Goods shall pass to the Customer on delivery.

• Title
  • Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
  • Until title to the Goods has passed to the Customer, the Customer shall:
    • hold the Goods as bailee for the Supplier;
    • store the Goods separately from all other material in the Customer’s possession;
    • take all reasonable care of the Goods and keep them in the condition in which they were delivered;
    • insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
    • ensure that the Goods are clearly identifiable as belonging to the Supplier;
    • not remove or alter any mark on or packaging of the Goods;
    • inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 1.1 to 18.1.4 or 18.2.1 to 18.2.13; and
    • on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
  • If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 1.1 to 18.1.4 or 18.2.1 to 18.2.13, the Supplier may:
    • require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
    • if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
  • Amendments, cancellations and returns
    • Once an Order Acknowledgement is issued by the Supplier, it will not usually be possible for the Customer to cancel or amend the Order.
    • If the Customer requests an amendment to its Order after an Order Acknowledgment has been issued, the Supplier may agree, at its sole discretion, to amend the Order, subject to an administration fee to be paid by the Customer.
    • If a requested amendment by a Customer means the Price of the Contract needs to be amended, a revised Quotations will be issued to the Customer. If the Customer agrees to the revised Quotation it will communicate this to the Supplier by way of a written purchase order.
    • The Supplier may, at its sole discretion, accept the return of Goods received by the Customer as part of the Contract but no longer required subject to the following:
      • the Goods must be in the same condition as when delivered to the Customer, i.e. new and unused (the Supplier’s decision of the condition of the Goods is final). If the Supplier determines that the condition of the Goods has changed after delivery, the Supplier will be unable to accept the return and the Customer will be liable to pay the full price for the Goods as set out in the invoice (and/or Order Acknowledgement);
      • the return of the Goods to the Supplier is the Customer’s responsibility and at the Customer’s cost. Alternatively, if the Supplier agrees to collect the Goods the Supplier will charge a collection to be deducted from any refund due to the Customer;
      • the Supplier will charge the Customer a restocking/handling fee. This fee will usually be 30% of the price the Customer has been invoiced for the Goods, but may be higher depending on the circumstances, and will be deducted from any refund due to the Customer.  This fee is to cover administration, re-stocking, and inspection costs;
      • the Goods must be returned to the Supplier, or collected by the Supplier, within a six (6) months after delivery on a date and time mutually agreed between the Supplier and the Customer.
    • The Supplier is unable to accept the return of any bespoke Goods, i.e. Goods that have been tailor-made to specific orders.
  • Customer’s obligations
    • The Customer shall:
      • co-operate with the Supplier in all matters relating to the Deliverables;
      • if requested by the Supplier, promptly approve the System Design (or any amendments to such System Design) in relation to the provision of the Deliverables;
      • ensure that the Location is ready for delivery and installation of the Goods and for the provision of the Services, as applicable, on the date(s) communicated by he Supplier to the Customer or on any other agreed date or dates;
      • give to the Supplier clear and accurate instructions for the delivery of the Goods and ensure that a competent person is present at the delivery location to accept the Goods on delivery;
      • ensure that the Supplier (and its agents, subcontractors, consultants and employees) have exclusive and unobstructed access to the Location as required by the Supplier for the provision of the Services;
      • be responsible for unloading of the Goods at the Location within a twenty (20) minute window after the Goods arrive at the Location.
      • notify the Supplier if a delivery vehicle with a tail lift is required and accepts that additional charges will apply.
      • provide to the Supplier in a timely manner all documents, information, measurements, dimensions, items and materials in any form reasonably required by the Supplier in connection with the Deliverables and ensure that they are accurate and complete (and remain so at all times);
      • inform the Supplier of all health and safety and security requirements that apply at the Location or any of the Customer’s premises;
      • comply with all applicable laws, statutes, regulations and standards from time to time in force when performing its obligations under the Contract;
      • if any of the Customer’s Equipment is required for the performance of the Services, ensure that any such Customer’s Equipment is in good working order, suitable for the purposes for which it is used in relation to the Deliverables and in place or available on the days and at the times required by the Supplier;
      • obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including in relation to the installation of the Goods and the use of any of the Customer’s Equipment;
    • 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 as set out in clause 1(Customer Default):
      • without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend provision of the Deliverables 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 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.
    • Warranty
      • Goods supplied by the Supplier as part of the Deliverables may be subject to a warranty supplied by the manufacturer. The Supplier will inform the Customer if the Customer may benefit from any manufacturer’s warranty.
    • Indemnity and insurance
      • The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
      • The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
    • Limitation of liability
      • The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
      • Subject to clauses 5 and 13.6, the Supplier’s total liability shall not exceed the shall not exceed the total Price paid by the Customer under the Contract.
      • Subject to clauses 5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
      • Subject to clauses 5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
        • loss of profit;
        • loss of revenue;
        • loss or corruption of data;
        • loss or corruption of software or systems;
        • loss or damage to equipment;
        • loss of use;
        • loss of production;
        • loss of contract;
        • loss of commercial opportunity;
        • loss of savings, discount or rebate (whether actual or anticipated);
        • harm to reputation or loss of goodwill; or
        • wasted expenditure.

• The limitations of liability set out in clauses 2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.
• Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • any other losses which cannot be excluded or limited by Applicable Law;
  • any losses caused by wilful misconduct.
• Confidentiality and announcements
  • The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
    • any information which was in the public domain at the date of the Contract;
    • any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
    • any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
    • any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

except that the provisions of clauses 14.1.1 to 14.1.3 shall not apply to information to which clause 14.4 relates.

• This clause shall remain in force for a period of five (5) years from the date of the Contract.
• The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
• To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any provisions of clause 15.

• Processing of personal data
  • The Supplier and Customer are to comply with the Data Protection Act 2018, the General Data Protection Regulation (GDPR) and any other applicable data protection legislation in relation to the handling of personal data.
  • Any personal data processed by and on behalf of the Supplier in connection with the Deliverables will be processed in accordance with the Supplier’s Privacy Policy, a copy of which can be obtained from the Supplier or on the Supplier’s website.
• Intellectual Property
  • The Supplier shall own and retain ownership of all Intellectual Property Rights in the System Design (including any related Documents) prepared or developed by or on behalf of the Supplier and provided to the Customer: (a) as part of the Deliverables; (b) in anticipation of or in connection with the Contract; or (c) prior to entering into the Contract.
  • The Supplier hereby grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Contract to use System Design for the purpose of receiving and benefiting from the Deliverables. This licence shall end automatically upon the termination of the Contract.
  • The Supplier shall keep the System Design and any related Documents strictly confidential and shall not disclose or publish the System Design and any related Documents (or any part thereof) to any other person in any circumstances without the prior written consent of the Supplier.
• Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than seven (7) days, either party may terminate the Contract by written notice to the other party.

• Termination
  • The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
    • the Customer commits a material breach of the Contract and such breach is not remediable;
    • the Customer commits a material breach of the Contract which is not remedied within seven (7) days of receiving written notice of such breach;
    • the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within fourteen (14) days after the Supplier has given notification that the payment is overdue; or
    • any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
  • The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
    • stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
    • is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
    • becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
    • becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
    • becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
    • becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
    • has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
    • has a resolution passed for its winding up;
    • has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
    • has a freezing order made against it;
    • is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
    • is subject to any events or circumstances analogous to those in clauses 2.1 to 18.2.11 in any jurisdiction; or
    • takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 2.1 to 18.2.12 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
  • The Supplier may terminate the Contract at any time by giving not less than four (4) weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
  • The right of the Supplier to terminate the Contract pursuant to clause 2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
  • If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 18, it shall immediately notify the Supplier in writing.
  • Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
• Notices
  • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
  • A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred in clause 1; 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, at the time of transmission. If deemed receipt under this clause 16.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume, and for this purpose business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
• Entire agreement
  • The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
  • Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
  • Nothing in these Conditions purports to limit or exclude any liability for fraud.
• Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

• Assignment
  • The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.
  • Notwithstanding clause 1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
• Set off
  • The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
  • The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
• No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

• Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

• Severance
  • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
  • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
• Waiver
  • No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
  • No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
• Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

• Third party rights
  • Except as expressly provided for in clause 2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
  • Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
• Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

• Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).