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ROBINSON GALE-TASH UK LIMITED CONDITIONS OF SALE

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 16 – LIMITATION OF LIABILITY AND TO THE FOLLOWING:

  • The Goods (as defined below) are only designed and suitable for use against canines.
  • The Goods are only designed and suitable for use as a defensive measure to prevent canine attack.
  • The Goods are only suitable for one use only (to ensure there is sufficient liquid contained within the Goods).  Once used and safe from further attack, the Goods must be fully discharged and destroyed in a suitable and safe location.

1.  Definitions
For the purpose of any Contract to which these terms and conditions apply the following words and expressions shall mean:

“Business Day” a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

“Conditions”    these terms and conditions as amended from time to time in accordance with Clauses 3.2 and 19;

“Contract” a contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions;

“Contract Price” the price of relevant Goods and Services sold or supplied by the Supplier to the Customer under any Contract;

“Customer”  the person or firm who purchases the Goods and/or Services from the Supplier;

“Force Majeure Event”    any circumstances beyond a party’s reasonable control including, without limitation, war, national emergency, civil disturbance, terrorism, theft, fire, flood, explosion, natural disaster, unusually severe weather conditions, prohibitive legislation or regulations, judicial or administrative decrees and failure of power or utility supplies (including telecommunications);

“Goods”    the Supplier’s products as specified on their website (or any part of them) as set out in the Order;

“Goods Specification” the specification for the Goods;

“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.,
 
“Order” the Customer’s oral or written order for the supply of Goods and/or Services,;

“the Parties” the Customer and the Supplier;

“Services” such support services as the Supplier may provide from time to time ancillary to the supply of the Goods;

“Service Specification” the description or specification for the Services provided in writing by the Supplier to the Customer.
“Supplier” Robinson Gale-Tash UK Limited registered in England and Wales with company number 05161853;

“the Territory”  the territory to which the Goods shall be delivered;

“Warranty Period”  in the case of Goods the period of eighteen (18) months from the date of manufacture and in the case of Services the period of three (3) months from completion of the Services or such other period as may be agreed in writing between the parties; and

“Writing” or “written” includes faxes and email.

2.  Quotation and Conditions of Sale
2.1 Any quotation made by the Supplier shall not constitute an offer and shall be valid for a maximum period of sixty (60) days from the date of issue (subject to Clause 4.3).  Any quotation for Services is made on the basis that the Services will be performed in the Territory.

2.2 The Supplier shall sell Goods and Services to the Customer  subject to these terms and conditions of sale only and to the exclusion (to the extent permissible by law) of all other terms, conditions, guarantees and warranties whether express or implied, statutory or otherwise.  The terms and conditions contained in any of the Customer's Order forms shall not apply unless otherwise agreed in writing between the Parties.

2.3 By placing an Order with the Supplier, the Customer warrants that:

  • 2.3.1 it is legally capable of entering into binding contracts;
  • 2.3.2 it is reputable and of good standing and has not been convicted and is not under investigation for any illegal activities;
  • 2.3.3 it has a need for the Goods as part of its normal business activities

2.4 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.  An order will be deemed to be accepted only once all the following criteria have been met in full, at which point the Supplier will confirm in writing to the Customer that the Goods have been dispatched (“Dispatch Confirmation”);

  • 2.4.1 the Supplier has issued written acceptance of the Order and/or issued an invoice to the Customer;
  • 2.4.2 payment has been received in full from the Customer;
  • 2.4.3 the Supplier has carried out any necessary background security checks and has confirmed to the best of its ability that the Customer is suitable to purchase the Goods and complies with the warranties given in Clause 2.3;

2.5 The Contract between the Supplier and the Customer will only be formed when the Supplier has sent the Customer the Dispatch Confirmation.

2.6 The Contract will relate only to those Goods whose dispatch the Supplier has confirmed in the Dispatch Confirmation.  The Supplier will not be obliged to supply any other Goods which may have been part of the Customer’s Order until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation.

2.7 The Supplier may refuse to accept an Order at its own discretion without needing to give any reason or cause.  In such circumstances, the Supplier will give written notification to the Customer as soon as is practically possible in the circumstances.

2.8 The Customer undertakes that:

  • 2.8.1  it will not re-sell or otherwise pass on the Goods to any other parties without the written agreement of the Supplier;
  • 2.8.2 the Goods will only be used by the Customer or its employees in the course of its normal business activities; and
  • 2.8.3 once the Goods have been used once they will be fully discharged and destroyed in a suitable and safe location.

2.9 The Supplier is responsible for the training of its staff on how to use the Goods unless otherwise agreed in writing between the Parties.

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

3.  Specification of Goods
3.1 The Goods Specification is set out on the Supplier’s website.

3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.

4.  Price
4.1 The Contract Price shall be the price set out on the Supplier’s website at the date of acceptance of the Order by the Supplier (except in the case of obvious error), or as stated in any quotation made by the Supplier to the Customer as per Clause 2.1. 

4.2 All Goods prices quoted are exclusive of all costs and charges of packaging, insurance, delivery, any applicable sales tax and any other taxes, duties and charges levied or assessed in the United Kingdom in connection with the sale/purchase of the Goods which shall be paid by the Customer shall pay all costs and charges of packaging, insurance, delivery and any applicable sales tax and any other taxes, duties and charges in addition to the Contract Price when it pays for the Goods. 

4.3 The Supplier shall be entitled to change the Contract Price by giving notice to the Customer at any time before delivery, to reflect any increase in the costs of the Goods to the Supplier that is due to:

  • 4.3.1 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);
  • 4.3.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  • 4.3.3 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.

4.4 The Customer will have five (5) Business Days to cancel the Order in the event of a change in Contract Price as a result of the circumstances set out in Clause 4.3.1.

5.  Terms of Payment
5.1 The Supplier shall invoice the Customer at any time after the Order has been received and before dispatch of the Goods or provision of the Services.  The Customer will pay the Contract Price for the Goods and Services (together with any packing, insurance and delivery charges, applicable sales tax and any other taxes, duties and charges payable) within 10 Business Days of the date of the invoice, in full and cleared funds to a bank account noninated in writing by the Supplier.  Time for payment shall be of the essence of the Contract.

5.2 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

5.3 Without limiting any other right or remedy of the Supplier, if the Customer is in default with any payment due to the Supplier under the Contract by the due date for payment then:

  • 5.3.1 all sums due from the Customer to the Supplier shall become due and payable immediately without demand; and
  • 5.3.2 the Supplier will suspend the provision of any Goods and Services to the Customer.

5.4 Payment for all Goods must be by cheque or by BACS transfer.

6.  Delivery
6.1 Following receipt by the Supplier of payment in full for an Order from the Customer the Supplier will advise the Customer in writing of its estimated delivery date(s).  The Customer will be deemed to have accepted the estimated delivery date(s) unless they inform the Supplier otherwise within two (2) Business Days from receipt of the estimated delivery date(s).  The “Estimated Delivery Date” will be the date when Goods are ready for dispatch by the Supplier to the Customer. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer of the ‘Estimated Delivery Date’.  Delivery of the Goods shall be completed on the Goods’ arrival at the delivery location as specified on the Customer’s Order.

6.2Any 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 the delivery of the Goods that is caused by a Force Majeure Event of the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

6.3 If the Goods are not delivered for a period in excess of four (4) weeks after the Estimated Delivery Date owing to the fault of the Supplier then the Customer may cancel the order for those Goods not delivered and will be entitled to receive a full refund for these Goods.  The Supplier’s obligation to refund the Contract Price of the Goods not delivered under this Clause 6.3 shall be conditional upon the Customer cancelling the Order for Goods and requesting a refund of the Contract Price of such Goods by written notice to the Supplier within the period of eight (8) weeks from the Estimated Delivery Date.  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 for the Goods or any relevant instruction related to the supply of the Goods. 

6.4 If the Customer fails to accept or take delivery of the Goods, 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, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the Contract Price of the Goods or charge the Customer for any shortfall below the Contract Price of the Goods.

6.5 The Supplier will not deliver Goods until it has received full payment from the Customer and shall not be liable for any delay in delivery caused by the failure of the Customer to make such payment.

6.6 Unless otherwise agreed in writing the Supplier may deliver Goods prior to the Estimated Delivery Date and may deliver Goods in instalments by separate shipments.  Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.7 Unless otherwise agreed in writing the Supplier shall not be responsible for insurance costs or for any damage to the Goods in transit.  Where any part of the carriage of Goods is not the Supplier’s responsibility herein, and the Customer wishes the Supplier to arrange such carriage, the Supplier shall arrange carriage for the Goods as agent for the Customer and not on its own behalf.

6.8 If the Customer requests the Supplier to postpone delivery the Supplier may charge the Customer the reasonable additional costs of handling and storage. 

7.  Cancellation of Order
Subject to Clauses 4.4, 6.3 and 17, the Customer shall not be entitled to cancel an Order for Goods, in whole or in part, unless it pays the Supplier for any work done and materials purchased up to the date of cancellation and compensation of twenty per cent (20%) of the Contract Price of the relevant Goods cancelled provided that the aggregate sum payable by the Customer to the Supplier under this Clause 8 shall in no event exceed the Contract Price of the relevant Goods.

8.  Passing of Risk and Title
8.1 The risk of loss, damage or destruction of the Goods shall pass to the Customer on completion of delivery of the Goods..

8.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods, including all costs and charges of packaging, insurance, delivery, any applicable sales tax and any other taxes, duties and charges.

9.  Cessation of Production
9.1 The Supplier may suspend or discontinue production of any of the Goods at any time for any reason, including without limitation the unavailability of components, provided that where possible it shall endeavour to give the Customer not less than three (3) months’ notice of suspension or discontinuance or otherwise shall give such notice as is reasonable if the suspension or discontinuance is due to a Force Majeure Event.

9.2 Where possible the Supplier will:

  • 9.2.1 specify to the Customer the date after which orders for the Goods affected shall no longer be accepted ; and
  • 9.2.2 complete the delivery of relevant Goods ordered by the Customer prior to such date.

10. Supply of Services
10.1  The Supplier shall provide the Services to the Customer in accordance with the Service Specification

10.2  The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed in writing between the Parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

10.3  The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

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

11. Customer’s Obligations
11.1 The Customer shall:

  • 11.1.1   ensure that the terms of the Order are complete and accurate;
  • 11.1.2   co-operate with the Supplier in all matters relating to the Services;
  • 11.1.3   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;
  • 11.1.4   provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 
  • 11.1.5   prepare the Customer's premises for the supply of the Services;
  • 11.1.6   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;
  • 11.1.7   keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.

11.2  If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

  • 11.2.1   the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
  • 11.2.2.  the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 11.2; and
  • 11.2.3   the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

12. Warranty
12.1 The Supplier warrants that on delivery, and during the Warranty Period the Goods shall:

  • 12.1.1   conform in all material respects with their description and any applicable Goods Specification;
  • 12.1.2   be free from material defects in design, material and workmanship;

12.2  Subject to the remaining provisions of this Clause 12, if the Customer gives the Supplier written notice within the Warranty Period within a reasonable period of discovery that some or all of the Goods do not comply with the warranties set out in clause 12.1 the Supplier will at its discretion, repair or replace or credit or reimburse the Customer with the Contract Price of the relevant Goods.

12.3  The Supplier will rectify any failure by the Supplier to provide Services with due skill and care provided that the Customer has given the Supplier written notice of such failure within the Warranty Period.

12.4  If the Customer gives the Supplier notice of any defect, error or failure within the Warranty Period it shall provide the Supplier with all information regarding such defect, error or failure which the Supplier may reasonably require and comply with any reasonable suggestions or instructions which the Supplier may offer with a view to the diagnosis and/or remedy of such defect or error.

12.5  If the Supplier is unable remotely to remedy any defect or error in the Goods the Supplier shall arrange, at its cost, for the return of the defective item and (unless a credit or refund is given) the delivery of the repaired or replacement item to the Customer.

12.6  If the Supplier establishes that a reported defect, error or failure is not covered by the warranties given under this Clause 12 the Customer shall be liable for the costs of the Supplier’s investigative and remedial work and the repair or replacement of the Goods at the Supplier's then current prices, and for all associated carriage and insurance costs.

12.7  The Supplier shall not be liable for any failure of the Goods to comply with the warranties set out in clause 12.1 if:

  • 12.7.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 12.2;
  • 12.7.2   the failure is caused by any use of the Goods being used other than for the purpose for which they were designed as stated in Clause 16;
  • 12.7.3   the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use or maintenance of the Goods;
  • 12.7.4   the Customer modifies, alters, adds to or repairs such Goods without the written consent of the Supplier;
  • 12.7.5   the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

12.8  Except as provided in this clause 12, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties set out in clause 12.1.

12.9  The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 12.2.

12.10    The warranties given under this Clause 12 are subject to the Customer complying with the provisions of this Clause 12 and are given in lieu of and to the extent permissible by law exclude all other guarantees, conditions and warranties implied by law including without limitation as to satisfactory quality, fitness for purpose or correspondence to description or sample

12.11    The remedies provided by this Clause 12 are subject to the Customer complying with the provisions of this Clause 12 and shall be the Customer’s sole remedies in respect of any breach of warranty to the exclusion of all other remedies.

13. Intellectual Property Rights
13.1  All Intellectual Property Rights in or arising out of or in connection with the Goods or the Services shall be owned by the Supplier.

13.2  All Supplier Materials are the exclusive property of the Supplier.

14. Termination
14.1  Either party may terminate the Contract with immediate effect if:

  • 14.1.1  the other party commits a material breach of its obligations under the Contract, and, in the case of a breach capable of being remedied, does not remedy the breach within ten (10) days after receipt of notice in writing from the non-defaulting party  requiring it to do so; or
  • 14.1.2  payment of any sum due by one party to the other remains unpaid for a period of more than ten (10) days; or
  • 14.1.3  the other party ceases to trade or to pay its debts in the normal course of business, enters into or proposes to enter into a voluntary arrangement or composition with its creditors, becomes insolvent, bankrupt or goes into liquidation (other than for the purpose of solvent reconstruction or amalgamation) or has a receiver, administrator, trustee or similar officer appointed in respect of all or a substantial part of its business and assets or otherwise ceases to be a validly existing corporation.

14.2  The Supplier may terminate the Contract with immediate effect if the Customer suffers a significant change of ownership, or merges or consolidates with any other party with the result that control of the Customer vests in a competitor (or vice versa). 

14.3  Termination of the Contract shall have no effect on the rights and remedies of either party which have arisen prior to termination.

14.4  In the event of the Contract being terminated by the Supplier due to the provisions contained within Clause 14, the Supplier will be entitled to keep all payments made in full.

14.5  Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:

  • 14.5.1   the Customer fails to make pay any amount due under this Contract on the due date for payment; or
  • 14.5.2   the Customer becomes subject to any of the events listed in clauses 14.1 and 14.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14.6  On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

15. Confidentiality
The parties undertake on behalf of themselves and their employees, agents and permitted subcontractors that they will keep confidential and will not use for their own purposes (other than fulfilling their obligations under the Contract) nor without the prior written consent of the other disclose to any third party any information of a confidential nature relating to the other (including, without limitation, any trade secrets, confidential or proprietary technical information, specifications, inventions, processes,trading and financial details and any other information of commercial value and which are of a confidential nature) which may become known to the other under or in connection with the Contract.  This clause shall not apply to any such information which either party can show is public knowledge or was already known to it at the time of disclosure or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into its possession from a third party who was not restricted from disclosing it.  Both parties shall return to the other all confidential information of the other in written or tangible form or any other media on the termination of the Contract.  The terms of this Clause 15 shall survive the expiry or earlier termination of the Contract.

16. Liability
16.1    The Customer acknowledges that:

  • the Goods are only designed and suitable for use against canines;
  • the Goods are only designed and suitable for use as a defensive measure to prevent canine attack; and
  • the Goods are only suitable for one use only (to ensure there is sufficient liquid contained within the Goods).  Once used and safe from further attack, the Goods should be fully discharged and destroyed in a suitable and safe location.

16.2  The Customer acknowledges and agrees that it is responsible for training any of its employees or workers who will be using the Goods how to use the Goods  and that the Supplier shall not be responsible for carrying out such training (unless otherwise agreed in writing between the Parties).  The Supplier shall have no liability to the Customer or to any third party in respect of (i) the Customer’s failure to comply with this clause; or (ii) the Customer’s failure to comply with the Supplier’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) the improper or unintended use of the Goods.   

16.3 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

  • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  • (b) fraud or fraudulent misrepresentation;
  • (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
  • (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
  • (e) defective products under the Consumer Protection Act 1987.

16.4 Subject to clause 16.3:

  • (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
  • (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1,000,000.(One million Great British Pounds)

16.5  Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

16.6  This clause 16 shall survive termination of the Contract.

17. Force Majeure
Neither party will be liable to the other party for any delay in or failure to perform or comply with its obligations under this Agreement as a result of a Force Majeure Event.  The affected party shall promptly notify the other of the commencement and cessation of a Force Majeure Event.  If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for  a period in excess of ninety (90) days either party shall be entitled to terminate the Contract forthwith by written notice and without liability for termination.  If the Contract is terminated under this Clause 15 all orders for Goods and Services placed prior to the date of termination will be deemed to have been cancelled.  The Supplier shall not be liable to the Customer as a result of any delay of failure to perform its obligations under this Contract as a result of a Force Majeure Event.

18. Waiver
Any failure or delay by either party to exercise or enforce any right shall not affect its right to exercise or enforce that right against the other party nor shall any waiver of any breach of any provision be taken as a waiver of any subsequent breach or of the provision itself.  To be effective any waiver must be in writing, signed by an authorised representative of the waiving party and be delivered to the other party.

19. Entire Agreement and Variations
The Contract embodies the entire agreement between the parties for the supply of the Services and the Goods.  The Customer acknowledges that it has not relied on any statement, promise or representation made or given by the Supplier or on its behalf which is not set out in the Contract..  The Customer irrevocably and unconditionally waives any right it may have to rescind the Contract and/or claim damages for any misrepresentation whether or not contained in the Contract or breach of any warranty not contained in the Contract unless such misrepresentation or warranty was made fraudulently.  The Customer also acknowledges that any samples, drawings, descriptive matter or advertising issued by the Supplier and any illustrations, particulars, descriptions, specifications and details of weight and dimension in relation to the Goods and/or the Services set out in the Supplier’s website, catalogues, brochures and similar documents are approximate only and intended for general guidance.  They shall not form part of the Contract or have any contractual force.  No variation of the terms and conditions of the Contract shall have effect unless it is agreed to in writing and signed by the parties' authorised representatives.

20. Severability
If any provision of the Contract, including any part of any sub-clause, be held as void, contrary to law or unenforceable, the validity and enforceability of the remainder of the Contract shall not be affected.

21. Governing Law and Dispute Resolution
The Agreement is governed by and shall be construed in accordance with the laws of England and except as provided below the parties submit to the non-exclusive jurisdiction of the English Courts.

In the event of any dispute between the parties in connection with this Agreement, the parties shall use all reasonable efforts to settle such dispute amicably by negotiation.  If the parties are unable to settle such dispute by negotiation within 21 days, they shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Limited’s Model Mediation Procedure.  To initiate a mediation either party shall give notice in writing (“ADR Notice”) to the other party to the dispute requesting a mediation.  The mediation will start not later than 28 days after the date of the ADR Notice.

The mediation shall take place in London and the language of the mediation shall be English. The mediation agreement shall be governed by, construed and take effect in accordance with English law.  The courts of England shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of, or in connection with, the mediation.

A party may not start any court or arbitration proceedings (save as is necessary to obtain an order for interim relief) in relation to a dispute arising out of the Agreement until it has attempted to settle it by mediation and that mediation has terminated.

22. Assignment and subcontracting
22.1  The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

22.2  The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

23. Notices
23.1  Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

23.2  Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

23.2  This clause 23 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

24 No Third Party Beneficiaries
A person who is not a party to this Agreement shall have no right under the Contracts (Right of Third Parties) Act 1999 to enforce any of its terms.