Terms and conditions

RSM Lining Supplies Global Ltd – Dated: 2024

Terms & Conditions for the Supply of Goods and Services

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. Interpretation

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

1.1.1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00am to 5.00pm on any Business Day.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

Customer: the person or firm who purchases the Goods or Services or Goods and Services from the Supplier.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 15.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for the supply of Goods or Services or Goods and Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Order.

Supplier: RSM Lining Supplies Global Ltd registered in England and Wales with company number 06412005.

Supplier Materials: has the meaning given in clause 8.1.8.

Warranty Period: has the meaning given in clause 5.1.

1.2. Interpretation:

1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.2. A reference to a party includes its personal representatives, successors and permitted assigns.

1.2.3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.2.5. A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1. The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (the “Commencement Date”).

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

2.4. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. For the avoidance of doubt, any terms and conditions of the Customer included or referred to in the Order, or any proposed variation to the Contract set out in the Order, shall not apply.

2.5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of twenty (20) Business Days from its date of issue.

2.6. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.7. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Goods

3.1. The Goods are described in the Order as modified by any applicable Goods Specification.

3.2. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

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

4. Delivery of Goods

4.1. The Supplier shall ensure that:

4.1.1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

4.1.2. if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Customer’s expense.

4.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (the “Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6. If the Customer fails to take delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’’s failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1. delivery of the Goods shall be deemed to have been completed at 9.00am on the third (3) Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2. the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.7. If five (5) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8. If the Supplier delivers up to and including five percent (5%) more or less than the quantity of Goods ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

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

5. Quality of Goods

5.1. For brand new Goods (as specified in the Order), the Supplier warrants that on delivery, and for a period of three (3) months from the date of delivery (the “Warranty Period”), the Goods shall:

5.1.1. conform in all material respects with the Goods Specification;

5.1.2. be free from material defects in design, material and workmanship; and

5.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2. For second hand Goods (as specified in the Order), the Supplier provides no warranty and the Goods are provided on an “as is” basis, and no guarantee is given by the Supplier in relation to performance or quality in connection with such second hand Goods.

5.3. Subject to clause 5.4, if:

5.3.1. the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.3.2. the Supplier is given a reasonable opportunity of examining such Goods; and

5.3.3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

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

5.4.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;

5.4.2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.4.3. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

5.4.4. the Customer alters or repairs such Goods without the written consent of the Supplier;

5.4.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.4.6. the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

6.1. The risk in the Goods shall pass to the Customer on completion of delivery.

6.2. Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1. the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment; and

6.2.2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3. Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

6.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

6.3.4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.4; and

6.3.5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:

6.3.5.1. the Goods; and

6.3.5.2. the ongoing financial position of the Customer.

6.4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1. it does so as principal and not as the Supplier’s agent; and

6.4.2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5. At any time before title to the Goods passes to the Customer, the Supplier may:

6.5.1. by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Supply of Services

7.1. The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.

7.2. The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3. The Supplier reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

8. Customer’s obligations

8.1. The Customer shall:

8.1.1. ensure that the terms of the Order and any information it provides in the Goods Specification are complete and accurate;

8.1.2. co-operate with the Supplier in all matters relating to the Services;

8.1.3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

8.1.4. 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 complete and accurate in all material respects;

8.1.5. prepare the Customer’s premises and/or site for the supply of the Services;

8.1.6. 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;

8.1.7. comply with all applicable laws, including health and safety laws;

8.1.8. keep all materials, equipment, documents and other property of the Supplier (the “Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

8.1.9. comply with the provisions of clause 9.

8.2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, the Customer shall be liable to the Supplier for any costs, losses or damages incurred by the Supplier as a result.

9. Charges and payment

9.1. The price for the Goods shall be the price set out in the Order or, if no price is set out, the price listed in the Supplier’s price list in force at the date of the Order. The price for the Services shall be the price set out in the Order.

9.2. The price for the Services shall be calculated on a time and materials basis, unless otherwise agreed in the Order. The price for the Services shall include the costs reasonably incurred by the individuals whom the Supplier engages in connection with the Services including 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.

9.3. The Supplier reserves the right to:

9.3.1. increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding twelve (12) month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index;

9.3.2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

9.3.2.1. any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.3.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

9.3.2.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4. In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services.

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

9.5.1. within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

9.5.2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

9.6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.

9.7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

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

10. Intellectual property rights

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

10.2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

10.4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

11. Limitation of liability

11.1. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess liability.

11.2. References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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

11.4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

11.4.1. death or personal injury caused by negligence;

11.4.2. fraud or fraudulent misrepresentation;

11.4.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

11.4.4. defective products under the Consumer Protection Act 1987.

11.5. Subject to clause 11.3 and clause 11.4, the Supplier’s total liability to the Customer shall not exceed the price paid to the Supplier for the Goods or Services or Goods and Services.

11.6. The cap on the Supplier’s liability under clause 11.5 shall be reduced by amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

11.7. This clause 11.7 sets out specific heads of excluded loss and exceptions from them:

11.7.1. Subject to clause 11.3 and clause 11.4, clause 11.7.3 identifies the kinds of loss that are not excluded. Subject to that, clause 11.7.2 excludes specified types of loss.

11.7.2. The following types of loss are wholly excluded:

11.7.2.1. loss of profits;

11.7.2.2. loss of sales or business;

11.7.2.3. loss of agreements or contracts;

11.7.2.4. loss of anticipated savings;

11.7.2.5. loss of use or corruption of software, data or information;

11.7.2.6. loss of or damage to goodwill; and

11.7.2.7. indirect or consequential loss.

11.7.3. The following types of loss and specific loss are not excluded:

11.7.3.1. sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract; and

11.7.3.2. wasted expenditure.

11.8. The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

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

12. Termination

12.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.1.1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

12.1.2. the other party takes any step or suffers any event in connection with its insolvency (or the insolvency of a connected person) as set out in clause 12.2;

12.1.3. the other party (if a company) has a change of Control;

12.1.4. the other party suspends or ceases trading or a moratorium is declared in respect of any of its debts; or

12.1.5. the other party is subject to a Force Majeure Event for a continuous period of more than thirty (30) days.

12.2. For the purposes of clause 12.1.2, the relevant events are:

12.2.1. a party’s (or a connected person’s) inability to pay its debts as they fall due;

12.2.2. a party (or a connected person) makes a composition or arrangement with its creditors, or makes an application to court for a moratorium on its debts;

12.2.3. a party (or a connected person) has a receiver, administrator, liquidator or manager appointed over all or any of its assets; or

12.2.4. a party (or a connected person) has a petition presented for its winding up or (if an individual) for its bankruptcy.

12.3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

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

12.5. Any provisions of the Contract that expressly or by implication survive termination shall continue in force.

13. Force Majeure

13.1. **Force Majeure Event** means any event beyond the Supplier’s reasonable control, which prevents the Supplier from complying with any of its obligations under the Contract, including but not limited to: acts of God, floods, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots; war, threat of war, invasion, hostilities or embargo; fire or explosion; collapse of buildings; interruption or failure of utilities, including electric power, gas, water or telecommunications; and strikes, lock-outs or other industrial action.

13.2. If the Supplier is prevented from performing any of its obligations under the Contract by a Force Majeure Event, the Supplier shall notify the Customer in writing as soon as reasonably practicable after the start of the Force Majeure Event. The Supplier shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under the Contract.

13.3. If a Force Majeure Event prevents the Supplier from performing any of its obligations under the Contract for a continuous period of more than thirty (30) days, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier.

14. Confidentiality

14.1. Each party undertakes that it shall not at any time disclose to any third party any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 14.2.

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

14.2.1. to its employees, officers, agents, consultants or subcontractors who need to know such information for the purpose of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, agents, consultants or subcontractors to whom it discloses the other party’s confidential information comply with clause 14.1;

14.2.2. as required by law, a court of competent jurisdiction or any governmental or regulatory authority;

14.2.3. to its professional advisers; and

14.2.4. to the extent that the information is publicly available or has been independently developed by the disclosing party.

14.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

15. Notices

15.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or sent by a reputable courier service or by email.

15.2. A notice or other communication shall be deemed to have been received:

15.2.1. if delivered by hand, on the day of delivery;

15.2.2. if sent by reputable courier service, on the second Business Day after posting; or

15.2.3. if sent by email, at 9.00 am on the next Business Day after transmission.

15.3. This clause 15 does not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1. **Assignment and other dealings:**

16.1.1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

16.1.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the Supplier.

16.2. **Entire agreement:**

16.2.1. The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether written or oral, in relation to its subject matter.

16.2.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that the only remedies available to it in respect of any statement, representation, assurance or warranty that is set out in the Contract shall be for breach of contract. Nothing in this clause 16.2.2 shall limit or exclude any liability for fraud.

16.3. **Variation:** No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4. **Waiver:**

16.4.1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not constitute a waiver of any other right or remedy.

16.4.2. A failure or delay by a party to exercise any right or remedy provided by the Contract or by law shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that right or remedy.

16.5. **No partnership or agency:** Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6. **Third party rights:**

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

16.6.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.7. **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.

16.8. **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.

17. International Customers**

17.1. Where the Customer is based outside the UK, or the Delivery Location is outside the UK, this clause 17 shall apply to the Contract.

17.2. The Customer shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Goods or Services or Goods and Services (including import licences) to the country where the Customer is based, or to the country that the Delivery Location is in.

17.3. Without limiting clause 17.2, the Customer will at its own cost provide to the Supplier, or (where local laws or regulations require the Supplier to do so) assist the Supplier in procuring, any documents necessary under applicable laws and regulations for the Supplier to export the Goods to the Delivery Location in accordance with such laws and regulations and/or to perform the Services internationally.

17.4. If any amount due under the Agreement is subject to VAT, sales, withholding or any other tax (other than income tax applicable to the Supplier) which has the effect of reducing the amount of money which the Supplier would have been entitled to receive from the Customer or to retain under the Agreement but for such tax, the Customer shall pay to the Supplier such additional sum at the rate for the time being prescribed by law for that tax.

17.5. The Customer shall pay all invoices in pounds sterling.