Hindle Group Ltd.,
Registration: England 371154,
Registered Office: Hapco
Works, Caledonia Street, Bradford, BD5 0EL
Conditions of Contract
1.1 In these Conditions and in every Quotation and Acknowledgement of Order given
by the Company the following words shall have the following meanings:
- the Company means the contracting Company of the Hindle Group of Companies which accepts the Customer’s written order.
- the Contract means any contract between the Company and the Customer for the manufacture of material and/or goods or the machining, processing or embodiment of the material and/or goods of the Customer; incorporating these Conditions.
- the Customer means the person(s), partnership, firm, company or other party or organisation whose written order for the material and/or goods the Company accepts.
- Sub-Contractor means every sub-contractor appointed by the Company in accordance with Condition 6 below.
- Intellectual Property means any patent, copyright, registered design, trade mark or other industrial or intellectual property rights in respect of the material and/or goods and applications for any of the foregoing.
- material and/or goods means the material and/or goods the subject of the Contract (including any part or parts of them).
1.2 In these Conditions references to any statute or statutory provision shall unless the context requires otherwise include a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
1.5 Proper Law of all dealings between us is English Law and any disputes will be settled in Courts in England.
APPLICATION OF TERMS
2. Unless otherwise expressly agreed in writing by a director or the secretary of the Company and notwithstanding anything contained in the Customers enquiry, specification or order to the contrary, these Conditions apply to all Contracts to the exclusion of all other terms and conditions.
3. The giving of an order by the Customer to the Company for material and/or goods or the giving by the customer of any delivery instructions for the material and/or goods or any part thereof or the acceptance by the Customer of delivery of the material and/or goods or any part thereof or the issue by the Customer of any document in confirmation of the Contract, after the receipt by the Customer of a copy of these conditions shall constitute unqualified acceptance by the Customer of these Conditions.
4. These Conditions apply to all the Company’s sales and any representations about the material and/or goods shall have no effect unless expressly agreed in writing and signed by a director or the secretary of the Company. Nothing in these Conditions shall exclude or limit the Company’s liability for fraudulent misrepresentation.
5. DRAWING AND SAMPLES
All descriptive specifications, drawings and particulars of weight and dimensions
submitted by the Company are to be deemed approximate only and descriptions and
illustrations contained in the Company’s catalogues, price lists, or other
advertising matter shall not form any part of the Contract or constitute a sale by
description. The Company does not undertake to supply drawings other than outline
drawings, but any drawings which are supplied shall remain its confidential property
and not be divulged to third parties without the prior written consent of the
Company. Any samples submitted to the Customer upon its request must be paid for by
the Customer. Notwithstanding that a sample has been exhibited, such sample was
exhibited and inspected solely for checking the quality of the bulk and shall not,
constitute a sale by sample under the Contract.
6. SUB-CONTRACTORS
The Company shall in its entire discretion be entitled to sub-contract an order
or part of an order and the Contract may be performed in whole or in part by the
Company or by a Sub-Contractor and the Company enters into every Contract for itself
and as agent of any Sub-Contractor. The Sub-Contractor shall be entitled to the
benefit of the Contract and shall be under no greater liability to the Customer or
anyone claiming through the Customer than is the Company.
7. DELIVERY
7.1 Delivery is ex-works unless otherwise specified by the Company in writing. If the price is quoted “carriage paid” the Company acts as the Customer’s agent in the contract with the carrier.
7.2 Any quoted delivery date is an estimate only and whilst reasonable endeavours will be made to have the material and/or goods ready for despatch on that date the Company cannot accept any liability for failure to achieve the delivery date unless the Company has given a written guarantee of delivery specifying agreed liquidated damages and the Customer demonstrates to the reasonable satisfaction of the Company that loss has actually been suffered by it. If no delivery date is specified delivery will be within a reasonable time.
7.3 If for any reason the Customer will not accept delivery of any of the material and/or goods when they are ready for delivery, or the Company is unable to deliver the material and/or goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
7.3.1 risk in the material and/or goods will pass to the Customer (including for loss or damage caused by the Company’s negligence);
7.3.2 the material and/or goods will be deemed to have been delivered; and
7.3.3 the Company may store the material and/or goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
7.4 The Customer will provide at its expense at the place of delivery adequate and appropriate equipment and manual labour for loading and unloading the material and goods.
7.5 The quality of any consignment of material and/or goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
7.6 The Company shall not be liable for any non-delivery of the material and/or goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 7 days of the date when the material and/or goods would in the ordinary course of events have been received.
7.7 If it is proven to the reasonable satisfaction of the Company that it is due to the wilful default or negligence of the Company that the material and/or goods have not been delivered, the liability of the Company for non-delivery of the material and/or goods shall be limited to replacing the material and/or goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such material and/or goods.
7.8 After receipt of instructions to proceed thereby creating a Contract cancellation or suspension of the Contract by the Customer may only be arranged by consent on terms which fully indemnify and keep indemnified the Company against all costs, losses and expenses incurred directly or indirectly from the cancellation or suspension. In the event of cancellation or suspension by consent the material and/or goods will be considered to be ready for despatch.
7.9 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the material and/or goods (even if caused by the Company’s negligence), nor will any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
8. LOSS OR DAMAGE
8.1 Subject to condition 8.2 material and/or goods of the Customer in the
physical possession of the Company for the purposes of the Contract shall during
this time remain at the Customer’s risk and the Company shall not be responsible for
loss or damage to the materials and/or goods or other property received from the
Customer whilst in the physical possession of the Company arising from any cause.
Any material and/or goods of the Customer which are vehicles shall be driven or
towed by the Company at the Customer’s sole risk and responsibility.
8.2 The Customer’s only remedy for loss or damage to the material and/or goods or other property during transit shall be against the carriers and the Company agrees to assign to the Customer such rights (if any) it may have against any carrier for the purposes of this Condition.
8.3 In the case of the material and/or goods for export the Company will give a reasonable opportunity to the Customer to inspect and test the goods at the Company’s works before despatch following which (save in relation to the requirement to assign such rights as it may have in accordance with Condition 8.2 above) the Company shall not be liable for any defects whatsoever after such written approval has been given by the Customer and the material and/or goods have been despatched.
9. PACKING.
9.1 Home Orders. The Customer will pay for all packing cases unless otherwise
expressly agreed by the Company in writing or unless they are returned to the
Company’s works at the Customer’s expense and in good condition within one month of
receipt, when, at the Company’s discretion, full credit will be allowed.
9.2 Export Orders. The Company will, unless otherwise expressly agreed, ensure that
materials or goods are suitably packed and the cost of such packing will be
separately shown on the invoice or included in the price and in either case will be
paid for by the Customer.
10. STORAGE
In addition to the rights of the Company under Condition 7.3 above if the
material and/or goods are not taken by the Customer for a period of six months after
tendering delivery, the Company reserves the right forthwith to cancel the order.
This cancellation shall entitle the Company to dispose of the material and/or goods
and obtain from the Customer compensation for loss of profit in addition to any
other sums due for storage or otherwise due under Condition 7.3 above.
11. RETENTION OF TITLE.
11.1 The material and/or goods are at the risk of the Customer from the time of
delivery or at all times if the material and/or goods are those of the Customer.
11.2 Ownership of the material and/or goods owned by the Company shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
11.2.1 the material and/or goods; and
11.2.2 all other sums which are or which become due to the Company from the Customer on any account.
11.3 Until ownership of the material and/or goods has passed to the Customer, the Customer must:
11.3.1 hold the material and/or goods on a fiduciary basis as the Company’s bailee;
11.3.2 store the material and/or goods (at no cost to the Company)
separately from all other goods of the Customer or any third party in such a way
that they remain readily identifiable as the Company’s property;
11.3.3 not
destroy, deface or obscure any identifying mark or packaging on or relating to the
material and/or goods;
11.3.4 maintain the material and/or goods in
satisfactory condition and keep them insured on the Company’s behalf for their full
price against all risks to the reasonable satisfaction of the Company. On request
the Customer shall produce the policy of insurance to the Company; and
11.3.5
hold the proceeds of the insurance referred to in condition 11.3.4 on trust for the
Company and not mix them with any other money, nor pay the proceeds into an
overdrawn bank account.
11.4 The Customer may resell the material and/or
goods before ownership has passed to it solely on the following conditions:
11.4.1
any sale shall be effected in the ordinary course of the Customer’s business at full
market value; and
11.4.2 any such sale shall be a sale of the Company’s
property on the Customer’s own behalf and the Customer shall deal as principal when
making such a sale.
11.5 The Customer’s right to possession of the material
and/or goods shall terminate immediately if:
11.5.1 the Customer has a
bankruptcy order made against it or makes an arrangement or composition with his
creditors, or otherwise takes the benefit of any Act for the time being in force for
the relief of insolvent debtors, or (being a body corporate) convenes a meeting of
creditors (whether formal or informal), or enters into liquidation (whether
voluntary or compulsory) except a solvent voluntary liquidation for the purpose only
of reconstruction or amalgamation, or has a receiver and/or manager, administrator
or administrative receiver appointed of its undertaking or any part thereof, or a
resolution is passed or a petition presented to any court for the winding up of the
Customer, or for the granting of an administration order in respect of the Customer,
or any proceedings are commenced relating to the insolvency or possible insolvency
of the Customer; or
11.5.2 the Customer suffers or allows any execution,
whether legal or equitable, to be levied on its property or obtained against it, or
fails to observe/perform any of its obligations under the Contract or any other
contract between the Company and the Customer, or is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to
trade; or
11.5.3 the Customer encumbers or in any way charges any of the
material and/or goods.
11.6 The Company shall be entitled to recover payment
for the material and/or goods notwithstanding that ownership of any of the material
and/or goods has not passed from the Company.
11.7 The Customer grants the
Company, its agents and employees an irrevocable licence at any time to enter any
premises where the material and/or goods are or may be stored in order to inspect
them, or, where the Customer’s right to possession has terminated, to recover
them.
12. PRICE AND TERMS OF PAYMENT
12.1 Unless otherwise agreed by the Company in writing the price for the material
and/or goods or machinery, processing or embodiment of Customer’s material and/or
goods shall be the price set out in the Company’s price list published on the date
of delivery or deemed delivery.
12.2 All prices are net ex-works unless
otherwise specified by the Company and payment is due in total in cleared funds at
the close of the month following the month in which notification is given by the
Company that the materials and/or goods are ready for despatch. No payment shall be
deemed to have been received until the Company has received cleared funds.
12.3
The price shall be exclusive of value added tax and all costs and charges in
relation to loading, unloading, carriage and insurance all of which the Customer
will pay in addition.
12.4 Time for payment shall be of the essence and the
Company reserves the right to charge interest at the rate of 2% over Barclays Bank
plc Base Rate on any amount not paid at the due date but this reservation shall in
no way constitute a right to the Customer to delay payment.
12.5 If as a
result of any act or omission of the Customer including (without limitation) any
failure by the Customer to pay the price for any material and/or goods under any
Contract with the Company, the Company is not able to despatch the material and/or
goods, payment of the Contract value of the material and/or goods shall be due upon
presentation of the invoices and notification from the Company that the material
and/or goods are ready for despatch, and payment shall be made in full as though the
material and/or goods had been despatched.
12.6 If delivery of the material
and/or goods is delayed due to non-receipt of free issue or embodiment loan items of
the Customer which, it wishes to incorporate in the material and/or goods, then the
Contract value of the material and/or goods shall be due at the Contract date
without extension for delay.
12.7 The Company reserves the right to deliver
any one or more consignments, each consignment to be paid for in accordance with the
foregoing terms and in the event of payment not being made for any one consignment
the Company shall have the right to suspend all operations in connection with the
Contract pending settlement in full in cleared funds of any outstanding payment.
12.8 Export orders are to be paid in full on presentation of Shipping
Documents against an irrevocable letter of credit established at a United Kingdom
bank.
12.9 Manufacture and despatch up to 10% more or less than the quantity
ordered up to a quantity of 100, 7½ % from 101 to 500 and 5% over 500 shall be
deemed to satisfy the order.
12.10 All payments payable to the Company under
the Contract shall become due immediately upon termination of this Contract despite
any other provisions.
12.11 The Customer shall make all payments due under
the Contract without any deduction whether by way of set-off, counterclaim,
discount, abatement or otherwise unless the Customer has a valid court order
requiring an amount equal to such deduction to be paid by the Company to the
Customer.
13. PRICE VARIATION
13.1 All prices are subject to variations due to rises or falls in the price of
materials, services and wages applied directly to the job and to overheads, extra
expenses incurred because of a Customer’s instructions or lack of instructions and
to any alterations or additions requested by the Customer subsequent to the date on
which the Customer’s order is placed. Prices are also subject to variations arising
from any tax or levy affecting the cost of materials and labour to the Company.
13.2
Estimated prices for repair work are based on what can be seen without dismantling
the material and/or goods. Supplementary estimates will be submitted after
dismantling the material and/or goods and in respect of further defects found
following dismantling additional charges will be made. Old parts which have been
removed by the Company may be examined by the Customer on the Company’s premises
when the material and/or goods are ready for despatch and may be taken by the
Customer. If they are not examined or claimed by the Customer when the material
and/or goods are ready for despatch the old parts will be destroyed.
14. LIEN
14.1 The Company shall (in the event of the Customer’s insolvency or non-payment
of the Company’s Account at the due date) be entitled to a general lien on all
material and/or goods of the Customer in the Company’s possession (thus creating a
lien by operation of law and shall have the right upon giving 21 days notice of its
intention to do so, to sell the materials and/or goods and failing payment during
that period to sell sufficient quantity to discharge the unpaid price of any
material and/or goods including any costs, expenses or losses of the Company. If any
sum remains after such discharge this shall be paid to the Customer. Nothing in this
clause shall create a contractual lien.
15. SPARE PARTS
15.1 The Company reserves the right to make a handling charge of 10% on spare
parts returned by the Customer to the Company for credit (except where wrongly
supplied to the Customer by the Company).
16. LIMITATION ON USAGES
16.1 If the material and/or goods are specified for a particular use they shall
not be used or resold for use for any other purposes save with the Company’s prior
consent in writing. If the material and/or goods are used or resold for use for any
purpose other than those specified, in breach of this Condition then, the Company
shall not be liable for any defects thereby resulting and the provisions of
condition 19.3.4 shall apply.
17. INSPECTION AND TESTS
The Customer shall carry out its own tests and inspections of the material and/or
goods at its own cost.
18. PERFORMANCE
All performance figures (if any) given to the Customer are approximate only and
obtained from a third party. The Company shall be under no liability whatsoever in
respect of failure to obtain or meet such figures.
19. DEFECTS
19.1 The Company warrants that (subject to the other provisions of these
Conditions) upon delivery, and for a period of 3 months (unless otherwise specified
by the Company) from the date of delivery, the material and/or goods manufactured by
the Company will:
19.1.2 be of satisfactory quality within the meaning of
the Sale of Goods Act 1994;
19.1.3 be reasonably fit for any particular
purpose for which the material and/or goods are being bought if the Customer had
made known that purpose to the Company in writing and the Company has confirmed in
writing that it is reasonable for the Customer to rely on the skill and judgement of
the Company.
19.2 The Company shall not be liable for a breach of any of the
warranties in condition 15.1 unless:
19.2.1 the Customer gives written
notice of the defect to the Company, and (if the defect is as a result of damage in
transit) to the carrier, within 28 days of the time when the Customer discovers or
ought to have discovered the defect; and
19.2.2 the Company is given a
reasonable opportunity after receiving the notice of examining the material and/or
goods and the Customer (if asked to do so by the Company) returns such material
and/or goods to the Company’s place of business at the Customer’s cost for the
examination to take place there.
19.3 The Company shall not be liable for a
breach of any of the warranties in condition 15.1 if:
19.3.1 the Customer
makes any further use of such material and/or goods after giving notice; or
19.3.2
the defect arises because the Customer failed to follow the Company’s oral or
written instructions as to the storage, installation, commissioning, use or
maintenance of the material and/or goods or (if there are none) good trade practice;
or
19.3.3 the Customer alters or repairs such materials or goods without the
written consent of the Company; or
19.3.4 the Customer uses or resells the
materials and/or goods for any purpose other than the particular use specified for
those materials and/ or goods.
19.4 Subject to Conditions 19.2 and 19.3 if
any of the material and/or goods do not conform with the warranties in Condition
19.1 the Company’s liability in respect of any defect in or failure of the material
and/or goods supplied or for any loss or damage attributable thereto, is limited to
making good by replacement or repair defects which under proper use, appear therein
and arise solely from faulty design, materials or workmanship or at its discretion
refund the price of the material and/or goods at the Contract rate.
19.5 At
the end of the period of 3 calendar months after the original material and/or goods
manufactured by the Company shall have been first despatched, all liability on the
Company’s part shall cease.
19.6 In the case where the material and/or goods
are not manufactured by the Company, and on the assumption the material and/or goods
are not manufactured by the Customer, the Company will (to the extent it is able)
assign to the Customer at the Customer’s expense such rights as the Company may
receive under the benefit of any warranty or guarantee given to the Company by the
manufacturer.
20. LIMITATION OF LIABILITY
20.1 Subject to Condition 19, the following provisions set out the entire
financial liability of the Company (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Customer in respect
of:
20.1.1 any breach of these Conditions; and
20.1.2 any
representation, statement or tortious act or omission including negligence arising
under or in connection with the Contract.
20.2 All warranties, conditions
and other terms implied by statute or common law (save for the conditions implied by
section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by
law, excluded from the Contract.
20.3 Nothing in these Conditions excludes
or limits the liability of the Company for death or personal injury caused by the
Company’s negligence or fraudulent misrepresentation.
20.4 Subject to
Conditions 20.2 and 20.3.
20.4.1 the Company’s total liability in contract,
tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated
performance of this Contract shall be limited to £50,000 above the Contract price
and
20.4.2 the Company shall not be liable to the Customer for any direct,
indirect or consequential loss or damage (all three of which terms include (but are
not limited to) loss of profit, loss of business, depletion of goodwill or
otherwise), costs, expenses or other claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with the Contract.
20.5 The Customer shall indemnify the Company against all liability,
actions, proceedings, costs, claims, damages or demands in any way connected with
this Contract brought or threatened to be brought against the Company by any third
party except to the extent the Company is liable to the Customer in accordance with
these terms and conditions.
21. MACHINING, PROCESSING OR EMBODIMENT OF CUSTOMER’S MATERIAL
21.1 Materials and/or goods sent by the Customer to the Company for whatever
purpose shall be delivered to and collected from the Company’s premises at the cost
of the Customer but free of all charges and expenses to the Company. The Company’s
prices for machining, embodiment or processing do not include either packing,
handling charges or the cost of freight in either direction. If the Company is
required to meet any such expenses the Customer agrees to indemnify and keep
indemnified the Company in respect of the full cost thereof. The Customer also
agrees to pay the full cost of packing or packing cases which shall be added to each
invoice.
21.2 All and any metal removed from the materials and/or goods
during the course of the operations set out in condition 21.1 becomes the Company’s
property and is allowed for in the Company’s estimate.
21.3 Should any
material and/or goods sent for machinery processing or embodiment to the Company be
spoiled or damaged or should the work carried out not conform to the specification
requested by the Customer, in any manner and/or by whatever cause, the Company does
not accept liability for the value of such material and/or goods or the cost of any
prior operations performed thereon by a third party or for any consequential or
other loss (as defined in Condition 20.4.2 above) . In such event the Company’s sole
liability shall be to re-execute, free of charge, the work which it has agreed to
perform under the Contract upon replacement material and/or goods supplied by the
Customer at its own cost.
21.4 Sub-paragraph (21.3) above applies also to
finished material and/or goods sent to the Company for fitting or other purposes.
21.5 The goods or materials sent by the Customer to the Company for
machinery, processing or embodiment shall be reasonably soft, homogenous and
suitable for rapid machinery, and should any material and/or goods be spoiled owing
to hard places or defective material, the Customer shall pay the Company for the
work done and shall indemnify the Company for the cost of any damages howsoever
arising to cutters or other tools directly or indirectly caused thereby. In such
case the Company shall not be liable to execute the work, free of charge on
replacement material and/or goods.
21.6 The Company does not undertake to
check or rectify the Customer’s materials and/or goods, and the Company’s liability
for loss or damage after despatch shall be limited as provided in Conditions 7, 8
and 20.
21.7 In the event of the Customer not being the owner of goods or
materials sent for machining, processing, embodiment, fitting or other purposes as
aforesaid, the Customer warrants to the Company:
21.7.1 that the Customer
has informed the owner of the Contract and the terms thereof and in particular the
Company’s limitation on liability for loss of or damage to such goods or materials
as set out above;
21.7.2 that the Customer has, in any contract which exists
between it and the owner of such goods or materials or any other party, included
terms whereby liability for loss of damage to the goods and/or materials is excluded
on the same or similar terms as this Contract (including, without prejudice to the
generality of the foregoing, terms which will effectively exclude the liability of
the Company to the owner or any other party in respect of such loss or damage,
howsoever arising);
21.7.3 that the Customer will indemnify the Company and
keep it indemnified against any claim made by the owner or any other party against
the Company in respect of any loss or damage to such goods or materials.
21.8
For the avoidance of doubt the obligations of the Company shall be limited as set
out in the Conditions and shall be solely to the Customer.
22. INSOLVENCY
If the Customer becomes the subject of any of those matters in Condition 11.5,
the Company may suspend further deliveries and may determine any Contract then
subsisting for the sale of material and/or goods without prejudice to any right or
claim then vested in the Company against the Customer.
23. INTELLECTUAL PROPERTY
When goods are supplied to the Customer’s designs, the Company shall not be
liable for any infringement of any intellectual property rights of any third party,
and the Customer shall indemnify and keep the Company fully indemnified against all
losses, damages and costs incurred directly or indirectly by the Company with regard
to any proceedings brought against the Company by any party claiming infringement of
its intellectual property rights in respect of goods manufactured by the Company to
Customer’s order.
24. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the
Contract or reduce the volume of the material and/or goods ordered by the Customer
(without liability to the Customer) if it is prevented from or delayed in performing
any of its obligations under the Contract or the carrying on of its business due to
circumstances beyond the reasonable control of the Company including, without
limitation, acts of God, governmental actions, war or national emergency, acts of
terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either
party’s workforce), or restraints or delays affecting carriers or inability or delay
in obtaining supplies of adequate or suitable materials provided that, if the event
in question continues for a continuous period in excess of 180 days, the Customer
shall be entitled to give notice in writing to the Company to terminate the
Contract.
25. ASSIGNMENT
25.1 The Customer shall not be entitled to assign the Contract or any part of it
without the prior written consent of the Company.
25.2 The Company may
assign the Contract or any part of it to any person, firm or company.
26. GENERAL
26.1 Each right or remedy of the Company under the Contract is without prejudice
to any other right or remedy of the Company whether under the Contract or not.
26.2 If any provision of the Contract is found by any court, tribunal or
administrative body of competent jurisdiction to be wholly or partly illegal,
invalid, void, voidable, unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the Contract
and the remainder of such provision shall continue in full force and effect.
26.3 Failure or delay by the Company in enforcing or partially enforcing any
provision of the Contract will not be construed as a waiver of any of its rights
under the Contract.
26.4 Any waiver by the Company of any breach of, or any
default under, any provision of the Contract by the Customer will not be deemed a
waiver of any subsequent breach or default and will in no way affect the other terms
of the Contract.
26.5 The formation, existence, construction, performance,
validity and all aspects of the Contract shall be governed by English law and the
parties submit to the exclusive jurisdiction of the English courts.
27. COMMUNICATIONS
27.1 All communications between the parties about this Contract must be in
writing and delivered by hand or sent by pre-paid first class post or sent by
facsimile transmission:
27.1.1 (in case of communications to the Company) to
its registered office or such changed address as shall be notified to the Customer
by the Company; or
27.1.2 (in case of communications to the Customer) to the
registered office of the addressee (if it is a company) or (in any other case) to
any address of the Customer set out in any document which forms part of this
Contract or such other address as shall be notified to the Company by the Customer.
27.2 Communications shall be deemed to have been received:
27.2.1 if
sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and Bank and
public holidays) after posting (exclusive of the day of posting);
27.2.2 if
delivered by hand, on the day of delivery;
27.2.3 if sent by facsimile
transmission on a working day prior to 4.00pm, at the time of transmission and
otherwise on the next working day.
27.3 Communications addressed to the
Company shall be marked for the attention of Richard Hindle.