Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
CDM Regulations: the Construction (Design and Management) Regulations 2015 and therelated Approved Code of Practice issued by the Health and Safety Commission.
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.22.
Contract: the Order between theSupplier and the Customer for the supply of Services in accordance with these Conditions.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases Services from the Supplier, including any employees, agents, representatives or any other person acting on behalf of or under the control of the Customer.
Consumer: a person (Customer) who purchases goods and services for personal use.
Customer Default: has the meaning set out in clause 5.2.
Data Controller: has the meaning set out in GDPR Article 24 and section 1(1) of the Data Protection Act 1998.
Data Subject: an individual who is the subject of Personal Data.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans,diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Force Majeure Event: has the meaning given in clause 14.
GDPR: General Data Protection Regulation(EU) 2019/79 as applied and supplemented by the laws of England as in force from time to time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
Order: the Customer's written acceptance of a quotation by the Supplier.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.
Supplier: Marsh Design Limited registered in England and Wales with company number 4572796.
Supplier Materials: has the meaning set out in clause 5.1(h).
Third Party Services: has the meaning set out in clause 3.9.1
1.2 Construction.In these Conditions, the following rules apply
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c)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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d)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.
(e)A reference to writing or written includes email.
2.BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Supplier to provide Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be effective when the Customer issues written acceptance of the Supplier’s quotation, 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, representation,assurance or warranty 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 or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
3.SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer as far as is reasonable and practicable in accordance with the Specification.
3.2 The Supplier shall be responsible and liable for design only, and will have no responsibility and no liability for the fabrication or installation based on any design.
3.3 The Services do not include the approval of any construction works, or guarantees against any construction works undertaken.
3.4 The Services do not include the provision of any collateral warranty.
3.5 All CDM Regulations and building control requirements are the responsibility of the Customer. The Supplier has not been engaged to undertake the role of principal designer.
3.6 To the extent that the Services are to be provided in accordance with specifications or measurements supplied by the Customer,the Supplier is under no obligation to review or approve such specifications or measurements. The Supplier shall not be liable for any error in measurements and specifications provided by the Customer.
3.7 The Supplier shall use reasonable endeavours to supply the Services to the Customer on the date agreed between them in writing. The Supplier will not begin to supply any Services before the end of the cancellation period unless the Customer expressly request that the Supplier do so in writing and acknowledges that their cancellation rights will be lost once the Services have been fully performed.
3.8 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.9 In some circumstances, the Supplier may be unable to provide the Customer with the Services that they require and may therefore request that a third party provides those Services (Third Party Services). The Supplier will inform the Customer where this is the case. By placing an order for Third Party Services, the Customer will be entering in to a direct contractual relationship with the third party providing those Third Party Services. The Customer must unconditionally accept these Terms and Conditions of Supply and the terms and conditions of any third party (in respect of the Third Party Services that they supply) if the Customer wants to proceed with the Order.
3.10 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.11 The Supplier agrees with theCustomer that the Services will be provided using reasonable care and skill.
3.12 All documentation will be issued electronically,and the supplier reserves the right to charge for the reasonable cost of delivery of any hard copies of documents.
4. IF THE CUSTOMER ISA BUSINESS CUSTOMER
4.1 If the Customer is a business customer, they confirm that they have authority to bind any business on whose behalf they use to purchase the Services.
4.2 The Customer and the Supplier agree that neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in a Contract.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, at no charge to the Supplier with access to theCustomer's premises, office accommodation and other facilities, inter alia electricity and water, as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) ensure the Customer’s premises is clear of all other trades and/or activities which may delay, prevent or hinder the Supplier carrying out the Services;
(g) obtain andmaintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
(h) keep and maintain 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;
(i) where the supplier is providing an initial consultation and / or site investigation, provide the Supplier with 24 hours’ notice where they wish to cancel the initial consultation and /or site investigation. Should the Customer failto do so, then clause 6.1(e)will apply;
(j) to ensure that all the requirements of the Party Wall Act are the met during entire construction period of the project
(k) comply with any additional obligations as set out in the Specification;
(l) 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. Any such costs associated with obtaining and maintaining such licences, permissions and consents shall be met by theCustomer;
(m) comply with all applicable laws, including health and safety laws.
5.2 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), or for any delays caused by trades work or other contractors who precede the work performed by our employees or agents:
(a) the Suppliers hall 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;
(b) 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, wholly or in part, any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by theSupplier arising directly or indirectly from the Customer Default.
6.CHARGES AND PAYMENT
6.1 The Charges for the Services shall either be on a fixed fee or on an hourly rate basis:
(a) the Charges for the Services shall be set out in the Order;
(b) the Supplier shall be entitled to charge the Customer for any additional work undertaken, any delay or overtime at the following rates, dependent upon the level of employee involved:
(i) Director -£100 per hour;
(ii) Senior Engineer-£75 per hour;
(iii) Design engineer-£60.00 per hour;
(iv) Graduate/Technician -£50.00 per hour.
(c) the Supplier shall be entitled to charge additional costs, at the Supplier’s sole discretion, should a collateral warranty be required;
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials; and
(e) Where the Customer fails to give 24 hours notification before the date of the initial consultation and / or site investigation,that they want to cancel the initial consultation and/ or site investigation, the Supplier reserves the right to charge the full amount of theCharges for the agreed Order for the SuppliersServices.
6.2 The Supplier reserves the right to:
(a) increase its fee rates for the Charges for the Services, by giving notice to the Customer at any time, to reflect any increase in the cost of the Services that is due to:
i. 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);
ii. any request by the Customer to change the Commencement Date(s), or the Service Specification; or
iii. any delay caused by any instructions of the Customer in respect of the Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services
(b) charge at the rate set out in clause 6.1(b) for any deviation to the Order or additional work which may be required, for any reason whatsoever.
6.3 The Supplier reserves the right to request an element of the agreed Charges for theOrder of Services, in advance;
6.4 The Supplier shall invoice the Customer in advance(where applicable and in accordance with clause 6.3), on completion of the Services, or on an interim basis at agreed stages of performance and or delivery.
6.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
(c) time for payment shall be of the essence of the Contract.
6.6 All amounts payable by theCustomer under theContract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by theSupplier to the Customer, the Customer shall, on receipt ofa 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 at the same time as payment is due for the supply of the Services. The suppliers VAT number is 150039351.
6.7 The Supplier reserves the right to increase the charges for the Services on an annual basis with effect from the commencement of each calendar year;
6.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.9 The Customer shall pay all amounts due under the Contract in full without any set-off,counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against anyamount payable by theSupplier to the Customer.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
7.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
7.3 All Supplier Materials are the exclusive property of the Supplier
7.4 The Customer grants theSupplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
8. DATA PROTECTION &DATA PROCESSING
8.1 The Customer and the Supplier acknowledge that for the purposes of General Data Protection Regulation (GDPR), the Customer is the DataController and the Supplier is the Data Processor in respect of any Personal Data.
8.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.
8.3 The supplier will take all reasonable measures to ensure they adhere to its obligations under Articles 30 and 32 of GDPR taking into account the information that the Data controller has made available to it;
8.4 The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
8.5 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments,regulations, orders, standards and other similar instruments.
8.6The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected.(b)take reasonable steps to ensure compliance with those measures.
8.7 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 8.
8.8 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.
8.9 The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:
(a) is on terms which are substantially the same as those set out in this agreement; and
(b) terminates automatically on termination of this agreement for any reason.
9.1 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, except as permitted by clause 9.2.
9.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract,save for the exception set out at clause 9.4.
9.4 The Supplier reserves the right to add the Customer’s contact details to the Supplier’s own mailing lists and to use the Customer’s details for sales and marketing purposes, including contacting them for feedback in customer satisfaction surveys or for market research purposes, providing them with marketing literature on products and services, notifying them of events, and providing them with information about the Supplier.
9.5 The Supplier will retain and store documents for a period of 2 years following completion of agreed works and will be at liberty to dispose at their discretion.
10. LIMITATION OF LIABILITY (CONSUMERS):THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE This clause 10 applies Consumers only
10.1 If the Supplier breaches these Conditions, the Supplier is responsible for loss or damage the Customer suffers that is a foreseeable result of the breach, but the Supplier shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of the breach or if it was contemplated by the Customer and the Supplier at the Commencement Date.
10.2 The Supplier shall only supply the Services for domestic and private use. The Customer agrees not to use the Services for any commercial, business or resale purposes.
10.3 The Supplier does not in any way exclude or limit liability for:
(a) death or personal injury caused by the Supplier’s negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 and
(d) breach of terms implied by sections 2, 3, 4 and 5 of the Supply of Goods and Services Act 1982 (title and quiet possession, description, satisfactory quality, fitness for purpose and samples); or defective Products under the Consumer Protection Act 1987.
10.4 Subject to Clause 10.3 the Supplier will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits,
(b) loss of sales, business, or revenue;
(c) loss of business opportunity;
(d) loss of agreements or contracts;
(e) loss of anticipated savings;
(f) loss of use or corruption of software,data or information;
(g) loss of damage to or goodwill; or
(h) any indirect or consequential loss.
10.5 The Supplier's total liability to the Customer in respect of all other losses arising under orin connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Order price.
10.6 The terms implied by sections 13 to 15 of the Sale of GoodsAct 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.7 This clause 10 shall survive termination of the Contract.
11. LIMITATION OF LIABILITY (BUSINESS CUSTOMER):THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE This clause 11applies business customers only
11.1 Unless otherwise agreed, the Supplier only supplies the Services for internal use by your business, and you agree not to use the Services for any resale purposes.
11.2 Nothing in these Terms and Conditions of Supply limits or excludes the Supplier’s liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of GoodsAct 1979;
(d) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(e) defective Goods under the Consumer Protection Act 1987.
11.3 Subject to clause 11.2, the Supplier will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits,
(b) loss of sales, business, or revenue;
(c) loss of business opportunity;
(d) loss of agreements or contracts;
(e) loss of anticipated savings;
(f) loss of use or corruption of software, data or information;
(g) loss of damage to or goodwill; or
(h) any indirect or consequential loss.
11.4 Subject to clause 11.2, the Supplier’s total liability to the Customer in respect of all 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 of the Services.
11.5 Except as expressly stated in these Terms and Conditions of Supply,the Supplier does not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions of Supply by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Supplier will not be responsible for ensuring that the Services are suitable for the Customers purposes.
11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.7 This clause 11shall survive termination of the Contract.
12.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 14 days written notice.
12.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) there is a Force Majeure Event that prevents the Supplier from providing any of the Services and/or Goods for more than 1 week, 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;
(b) the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment; or
(c) there is a change of Control of the Customer.
12.4 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if 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, or if the Customer fails to pay any amount due under this Contracton the due date for payment.
13.CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) 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 been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables 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 safekeeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected,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
(d) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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, terrorism, pandemic, bereavement or default of suppliers or subcontractors.
14.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
14.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 1 week, 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.
15.1 Entire agreement.
(a) This agreement 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.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty(whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
15.2 Variation.No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.3 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over ordeal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
15.4 Waiver.A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) 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 in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.7(d); 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 or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(d) The supplier’s address is 18 Howard Avenue, Lindley, Huddersfield, HD3 3DJ. The supplier’s email is email@example.com. The supplier’s telephone number is 01484 341426.
15.7 Third parties. 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.
15.8 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in anyway.
15.9 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.
(a) Each of the paragraphs of these Terms and Conditions of Supply operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
(b) If the Supplier fails to insist that the Customer performs any of its obligations under these Terms and Conditions of Supply, or if the Supplier does not enforce its rights against the Customer, or if it delays doing so, that will not mean that the Supplier has waived its rights against the Customer and it will not mean that the Customer does not have to comply with those obligations. If the Supplier does waive any default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by the Customer.
15.11 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.