Terms and Conditions

TERMS & CONDITIONS OF SALE

1.1 Definitions and interpretation

In these Conditions the following definitions apply:

Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force;

Bribery Laws: means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;

Business Day: means a day other than a Saturday, Sunday or bank or public holiday;

Conditions: means Our terms and conditions of sale as set out in this document;

Confidential Information: means any commercial, financial or technical information, information relating to the Goods, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential;

Contract: means this agreement between Us and You for the sale and purchase of the Goods incorporating these Conditions and the Order;

Data Protection Laws: means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018;

Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers’ workforce, but excluding Your inability to pay or circumstances resulting in Your inability to pay;

Goods: means the goods, related accessories and spare parts set out in the Order and to be supplied by Us to You in accordance with the Contract;

Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case, whether registered or not;

IPR Claim: has the meaning given in clause 14.1;

Location: means the address for delivery of the Goods as set out in the Order;

Order: means Your order for the Goods made pursuant to these terms;

Personal Data: means any information relating to an identified or identifiable natural person.

Personal Data Breach: means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data;

Price: has the meaning given in clause 3.1;

processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);

Specification: means the description of the Goods set out or referred to in the Contract;

VAT: means value added tax under the Value Added Tax Act 1994; and

Warranty Period: has the meaning given in clause 9.1.

We, Our, Us: means Ace Supply Company Limited (trading as Streetwize Accessories) registered in England and Wales with company number 02075094, whose registered office is at Suite GA Marsland House, Marsland Road, Sale, United Kingdom, M33 3AQ and whose VAT number is 451466745;

You, Your: means You, the named party in the Contract and the customer, who has agreed to purchase the Goods from Us and whose details are set out in the Order;

Clause 1.2 Interpretation

In these Conditions, unless the context otherwise requires:

1.2.1 a reference to the Contract includes these Conditions, the Order, and schedules and appendices (if any);

1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;

1.2.3 a reference to a ‘party’ means either Us or You and includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns, and a reference to a gender includes each other gender;

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form, including email;

1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time (except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract), and a reference to legislation includes all subordinate legislation made from time to time under that legislation.

Clause 2 Application of these conditions

2.1 These Conditions apply to and form part of the Contract between Us and You. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in Your purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that We may otherwise agree in writing.

2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Us and You respectively.

2.4 Each Order by placed by You with Us shall be an offer to purchase the Goods subject to the Contract including these Conditions. If We are unable to accept an Order, We shall notify You in writing as soon as reasonably practicable.

2.5 The offer constituted by an Order shall remain in effect and capable of being accepted by Us for 10 Business Days from the date on which You submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.6 We may accept or reject an Order at Our discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

2.6.1 Our written acceptance of the Order; or

2.6.2 Our delivering the Goods or notifying You that the Goods are ready to be delivered.

2.7 Rejection by Us of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by You.

2.8 We may issue quotations to You from time to time. Quotations are invitations to treat only and shall lapse on the date specified, and in any event after 30 days. Quotations are not an offer to supply Goods and are incapable of being accepted by You.

2.9 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

3 Price

3.1 The price for the Goods shall be as set out in the Order or, where no such provision is set out, shall be as advised by Us from time to time before the date the Order is placed or, failing that, shall be calculated in accordance with Our charges in force from time to time (the Price).

3.2 The Prices are exclusive of delivery, shipping and any other related charges or taxes (as specified in the Order), all of which shall be charged in addition.

3.3 You shall pay any applicable VAT to Us on receipt of a valid VAT invoice.

3.4 We may increase the Prices at any time by giving You not less than 5 Business Days’ notice in writing provided that the increase does not exceed 20% of the Prices immediately prior to the increase.

3.5 Notwithstanding clause 3.4, We may increase the Prices with immediate effect by written notice to You where there is an increase in the direct cost to Us of supplying the relevant Goods which is due to any factor beyond Our control.

4 Payment

4.1 We shall invoice You for the Goods, partially or in full, following acceptance by Us of an Order.

4.2 Unless You have an agreed credit account with Us (in which case clause 4.3 shall apply), You shall pay all invoices in full, without deduction or set-off, and in cleared funds within 14 days of the date of each invoice, and in any event prior to the delivery of the Goods by Us to You. Payment shall be made to the bank account nominated by Us.

4.3 In the event that You have an agreed credit account with Us, then without prejudice to clause 4.2, You shall pay Our invoice for the Order within 30 days of the date of the invoice, unless otherwise agreed by Us in writing.

4.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.4.1 We may, without limiting Our other rights, charge interest on such sums at 5% a year above the Bank of England base rate from time to time in force, and

4.4.2 interest shall accrue on a daily basis, compounded monthly, and shall apply from the due date for payment until actual payment in full.

5 Credit limit: We may set and vary credit limits from time to time and withhold all further supplies if You exceed such credit limit and/or fail any credit check run by Us from time to time.

6 Delivery and performance

6.1 The Goods shall be delivered by Us, or Our nominated carrier, to the Location and on the date(s) specified in the Order.

6.2 The Goods shall be deemed delivered on acceptance by You at the Location provided in the Order.

6.3 You shall not be entitled to reject the Goods on the basis that an incorrect volume of the Goods has been supplied.

6.4 We may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle You to cancel any other instalment.

6.5 Each delivery or performance of the Goods shall be accompanied by a delivery note stating the date of the Order; the relevant details of the parties; the product numbers and type and quantity of Goods in the consignment; and any special instructions, handling and other requests.

6.6 Time is not of the essence in relation to the delivery of the Goods unless agreed between us in writing in advance. We shall use Our reasonable endeavours to meet estimated dates for delivery, but any such dates are indicative only.

6.7 We shall not be liable for any delay in the delivery of the Goods caused by (i) either Your failure to make the Location available and accessible or to provide Us with adequate instructions for delivery of the Goods, or (ii) Force Majeure.

6.9 If You fail to accept delivery of the Goods We shall store and insure the Goods pending delivery, and You shall pay all costs and expenses incurred by Us in doing so.

8 Title and risk:

8.1 Title to the Goods shall pass to You once We have received payment in full and cleared funds for the Goods, and Risk in the Goods shall pass to You on delivery.

8.2 Until title to the Goods has passed to You, You shall:

8.2.1 hold the Goods as bailee for Us;

8.2.2 store the Goods separately from all other material in Your possession, and ensure that the Goods are clearly identifiable as belonging to Us;

8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered, and not remove or alter any mark on or packaging of the Goods;

8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price and (iv) noting Our interest on the policy;

8.2.5 inform Us immediately if You become subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.5 or 17.2.1 to 17.2.13; and

8.2.6 on reasonable notice permit Us to inspect the Goods during Your normal business hours and provide Us with such information concerning the Goods as We may request from time to time.

8.3 Notwithstanding clause 8.2, You may use or resell the Goods in the ordinary course of its business until such time as You become aware or ought reasonably to have become aware that an event specified in clauses 17.1.1 to 17.1.5 or 17.2.1 to 17.2.13 has occurred or is likely to occur.

8.4 If You resell the Goods in accordance with clause 8.3, title to the Goods shall pass to You immediately prior to the resale.

8.5 If, at any time before title to the Goods has passed to You, You inform Us, or We reasonably believe, that You have or are likely to become subject to any of the events specified in clauses 17.1.1 to 17.1.5 or 17.2.1 to 17.2.13, We may:

8.5.1 require You at Your expense to re-deliver the Goods to Us; and

8.5.2 if You fail to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty

9.1 We warrant that, for a period of 12 months from delivery (the “Warranty Period”), the Goods shall:

9.1.1 conform in all material respects to any sample, their description and to the Specification;

9.1.2 be free from material defects in design, material and workmanship;

9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.2 You warrant that You have provided Us with all relevant and accurate information as to Your business and needs.

9.3 As Your sole remedy, We shall, at Our option, repair, remedy or refund the Goods that do not comply with clause 9, provided that You:

9.3.1 serve a written notice on Us not later than 5 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

9.3.2 specify in such written notice that some or all of the Goods do not comply with clause 9.1 and identify in sufficient detail the nature and extent of the defects; and

9.3.3 give Us a reasonable opportunity to examine the claim of the defective Goods.

9.4 We shall not be liable for any failure of the Goods to comply with clause 9.1:

9.4.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

9.4.2 to the extent caused by Your failure to comply with Our instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

9.4.3 following any specification, instruction or requirement given by You in relation to the Goods;

9.4.4 where You modify any Goods without Our prior written consent or, having received such consent, not in accordance with Our instructions; or

9.4.5 where You use any of the Goods after notifying Us that they do not comply with clause 9.1.

9.5 Except as set out in this clause 9, We:

9.5.1 give no warranty and make no representations in relation to the Goods; and

9.5.2 shall have no liability for their failure to comply with the warranty in clause 9.1,

and all warranties and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.

10 Anti-bribery and Our Anti-Bribery & Corruption Policy (“the ABC Policy”)

10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

10.2 Each party shall comply with applicable Bribery Laws and the ABC Policy, including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that all of that party’s personnel, and all of that party’s subcontractors, involved in performing the Contract so comply.

10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

10.4 You shall immediately notify Us as soon as You become aware of a breach by You of any of the requirements in this clause 10.

10.5 Any breach of this clause 10 by You shall be deemed a material breach of the Contract that is not remediable and shall entitle Us to immediately terminate the Contract by notice under clause 17.1.1.

11 Anti-slavery, the Modern Slavery Act 2015 (the “MSA 2015”) and Our Modern Slavery Policy (“the MS Policy”)

11.1 We shall comply with the MSA 2015 and the MS Policy.

11.2 You confirm and agree that:

11.2.1 neither You nor any of Your officers, employees, agents or subcontractors has (i) committed an offence under the MSA 2015 (an “MSA Offence”); or (ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the MSA 2015; or (iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the MSA 2015;

11.2.2 You shall comply with the MSA 2015 and the MS Policy;

11.2.3 You have implemented due diligence procedures to ensure compliance with the MSA 2015 and the MS Policy in Your business and supply chain, which will be made available to Us on request at any time throughout the Contract.

11.3 You shall notify Us immediately in writing if You become aware or have reason to believe that You, or any of Your officers, employees, agents or subcontractors have breached or potentially breached any of Your obligations under clause 11.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of Your obligations.

11.4 Any breach of clause 11.2 by You shall be deemed a material breach of the Contract and shall entitle Us to terminate the Contract with immediate effect.

12 Indemnity: You shall indemnify, and keep indemnified, Us from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Us as a result of or in connection with any breach of any of Your obligations under the Contract.

13 Limitation of liability

13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

13.2 Subject to clauses 13.5 and 13.6, Our total liability shall not exceed 100% of the value of the Order.

13.3 Subject to clauses 13.5 and 13.6, We shall not be liable for consequential, indirect or special losses.

13.4 Subject to clauses 13.5 and 13.6, We shall not be liable for any of the following (whether direct or indirect):

13.4.1 loss of profit;

13.4.2 loss of revenue;

13.4.3 loss of contract;

13.4.4 loss of commercial opportunity;

13.4.5 loss of savings, discount or rebate (whether actual or anticipated); and/or

13.4.6 harm to reputation or loss of goodwill..

13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.

13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

13.6.1 death or personal injury caused by negligence;

13.6.2 fraud or fraudulent misrepresentation;

13.6.3 any other losses which cannot be excluded or limited by Applicable Law;

13.6.4 any losses caused by wilful misconduct and/or deliberate default.

14 Intellectual property

14.1 We shall indemnify You from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by You as a result of any action, demand or claim that use of the Goods infringes the Intellectual Property Rights of any third party (IPR Claim), provided that We shall have no such liability if You:

14.1.1 do not notify Us in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

14.1.2 make any admission of liability or agree any settlement of the relevant IPR Claim without Our prior written consent;

14.1.3 do not let Us, at Our request and own expense, have the conduct of all negotiations and litigation arising from the IPR Claim at Our sole discretion;

14.1.4 do not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

14.1.5 do not, at Our request, provide Us with all reasonable assistance in relation to the IPR Claim (at Your expense) including the provision of prompt access to any of Your relevant premises, officers, employees, contractors or agents;

14.1.6 us the Goods in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

14.2 If any IPR Claim is made or is reasonably likely to be made, We may at Our option:

14.2.1 procure for You the right to continue receiving the benefit of the relevant Goods; or

14.2.2 modify or replace the infringing part of the Goods so as to avoid the infringement or alleged infringement, provided the Goods remain in material conformance to their Specification.

14.3 Our obligations under clause 14.1 shall not apply to Goods modified or used by You other than in accordance with the Contract or Our instructions. You shall indemnify Us against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Us in connection with any claim arising from such modification or use.

15 Processing of Personal Data

15.1 The parties shall comply with all applicable data protection laws, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in relation to the processing of Personal Data under this Agreement.

15.2 We shall process Personal Data only on Your documented instructions, unless required to do so by law. We shall not transfer Personal Data outside the UK without Your prior written consent.

15.3 We shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

15.4 We shall ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

15.5 We shall assist You in responding to any request from a data subject and in ensuring compliance with its obligations under data protection laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators.

15.6 We shall maintain complete and accurate records and information to demonstrate its compliance with this clause.

15.7 We shall notify You without undue delay upon becoming aware of a Personal Data breach.

15.8 We shall not engage any sub-processor to process Personal Data without Your prior specific or general written authorisation. In the case of general written authorisation, We shall inform You of any intended changes concerning the addition or replacement of other processors, thereby giving You the opportunity to object to such changes.

15.9 Upon termination of this Agreement, We shall delete all Personal Data and copies thereof, unless required by law to store the Personal Data.

15.10 The provisions of this clause are in addition to, and do not relieve, remove, or replace, a party’s obligations under data protection laws.

16 Force majeure: Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 20 Business Days, either party may terminate the Contract by written notice to the other party.

17 Termination

17.1 We may terminate the Contract or any other contract which We have with You at any time by giving immediate notice in writing to You if:

17.1.1 You commit a material breach of the Contract and such breach is not remediable;

17.1.2 You commit a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach;

17.1.3 You have failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 20 Business Days after We have given notification that the payment is overdue;

17.1.4 You act in such a manner that Our reputation and/or the reputation of the Goods is (in Our reasonable opinion) adversely affected or prejudiced by any acts or omissions on Your part, or Your actions or omissions negatively impact Our business; or

17.1.5 any consent, licence or authorisation held by You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract or receive any benefit to which it is entitled.

17.2 We may terminate the Contract at any time by giving 14 days’ notice in writing to You if You:

17.2.1 stop carrying on all or a significant part of Your business, or You indicate in any way that You intend to do so;

17.2.2 are unable to pay Your debts either within the meaning of section 123 of the Insolvency Act 1986 or if We reasonably believe that to be the case;

17.2.3 become the subject of a company voluntary arrangement under the Insolvency Act 1986;

17.2.4 become subject to a moratorium under Part A1 of the Insolvency Act 1986;

17.2.5 become subject to a restructuring plan under Part 26A of the Companies Act 2006;

17.2.6 become subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

17.2.7 have a receiver, manager, administrator or administrative receiver appointed over all or any part of You, or Your assets or income;

17.2.8 have a resolution passed for Your winding up;

17.2.9 have a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against You;

17.2.10 are subject to any procedure for the taking control of Your goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;

17.2.11 have a freezing order made against You;

17.2.12 are subject to any recovery or attempted recovery of items supplied to You by a supplier retaining title in those items;

17.2.13 are subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.12 in respect of any legal entity and in any jurisdiction.

17.3 We may terminate the Contract at any time by giving not less than 4 weeks’ notice in writing to You if You undergo a change of ownership.

17.4 If You become aware that any event has occurred, or circumstances exist, which may entitle Us to terminate the Contract under this clause 17, You shall immediately notify Us in writing.

17.5 Termination or expiry of the Contract shall not affect any of Our accrued rights and liabilities at any time up to the date of termination.

18 Notices

18.1 Any notice given by a party under these Conditions shall:

18.1.1 be in writing and in English;

18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

18.1.3 be sent to the relevant party at the address set out in the Contract.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by recorded or special (signed for) next day delivery: on receipt of a signature at the time of delivery;

18.2.3 by standard first class post: at 1.00pm on the third Business Day after posting; and

18.2.4 by email: on transmission of an email from the correct address and to the correct address.

18.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 18.1 and shall be effective:

18.3.1 on the date specified in the notice as being the date of such change; or

18.3.2 if no date is so specified, on the Business Day on which the notice is deemed to be received.

18.4 All references to time are to the local time at the place of deemed receipt.

18.5 This clause does not apply to notices given in legal proceedings or arbitration.

19 Cumulative remedies: The rights and remedies provided in the Contract for Us only are cumulative and not exclusive of any rights and remedies provided by law.

20 Time: Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to Your obligations only.

21 Further assurance: You shall at Our request, and at Your own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22 Entire agreement

22.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

22.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

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

24 Assignment: Neither party may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without prior written consent of the other party. Notwithstanding the foregoing, We may assign, novate or otherwise transfer this Contract in part or in its entirety without Your consent in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of Our assets.

25 Set off

25.1 We shall be entitled to set-off under the Contract any liability which We have or any sums which We owe to You under the Contract or under any other contract which We have with You.

25.2 You shall pay all sums that You owe to Us under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

26 No partnership or agency: The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

27 Severance

27.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

27.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

28 Waiver

28.1 No failure, delay or omission by Us in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

28.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Us shall prevent any future exercise of it or the exercise of any other right, power or remedy by Us.

29 Compliance with law: You shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under the Contract.

30 Conflicts within contract: If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Order and any schedules thereto shall prevail to the extent of the conflict.

31 Third party rights: A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

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

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