1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Applicable Law
Means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
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 when banks generally are open for non-automated business in Northern Ireland;
Conditions
Means the Supplier’s terms and conditions of sale set out in this document;
Confidential Information
Means any commercial, financial (including quotations, purchase orders, schedules of rates) or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract
Means the agreement between the Supplier and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Quotation, and including any schedules, attachments, annexures, statements of work andany Vesting Certificates issued by the Supplier;
Customer
Means the named party in the Contract which has agreed to purchase the Goods from the Supplier and whose details are set out in the Quotation;
Delivery Schedule
Means the document sent to the Customer (as agreed with the Supplier) which includes the agreed delivery dates for Goods;
Documentation
Means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Goods;
Fire Regulations
Means The Fire Safety Regulations (Northern Ireland) 2010 and any other fire safety regulations that are in force/may come into force from time to time in the United Kingdom and/or the Republic of Ireland (as applicable);
Force Majeure
Means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) 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, delay or failure of supplies of power, fuel, water, transport,
equipment or telecommunications service, or material/labour/other supplies required by the Supplier for performance of the Contract, epidemic or pandemic, the act or order of any governmental or regulatory body, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, any other cause beyond the Supplier’s reasonable control (for example, delays on boat sailing times and vehicle breakdowns) but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods
Means the goods and other physical material set out in the Quotation or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer in accordance with the Contract;
Installation Instructions
Means the document issued upon request to the Customer which sets out the important installation instructions for fire doors and frames;
Location
Means the address or addresses for delivery and/or installation of the Goods as set out in the Delivery Schedule or such other address or addresses as notified by the Supplier to the Customer;
Price
Has the meaning given in clause 4.1;
Quotation
Means the document which sets out the summary details of the agreed sale price, deemed specification and initial quotation for the Goods from the Supplier placed by the Customer;
Specification
Means the description provided for the Goods and their packaging set out or referred to in the Quotation;
Supplier
Means Woodmarque Architectural Joinery Ltd registered in Northern Ireland under Company Number NI020116 whose registered office is at 16 Mullaghbane Road, Dungannon, County Tyrone, BT70 1SR
VAT
Means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and
Vesting Certificate means any vesting certificate issued to the Customer by the Supplier;
Warranty Period
Has the meaning given in clause 10.1.
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to the Contract includes these Conditions, the order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.3 a reference to a ‘party’ 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;
1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 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;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.10 a reference to legislation is a reference to that legislation as in force at the date of the Contract or amended, extended, re-enacted or consolidated from time to time;
1.2.11 a reference to legislation includes all subordinate legislation made as at the date of the Contract or from time to time under that legislation; and
1.2.12 a reference to any Northern Irish action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than Northern Ireland, be deemed to include a reference to that which most nearly approximates to the Northern Irish equivalent in that jurisdiction.
2 Application of these conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. 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 the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing. To clarify, the Supplier’s Conditions shall always take priority over any terms and conditions of the Customer.
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 the Supplier and the Customer respectively.
2.4 The Supplier will issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer. The Supplier may issue additional Quotations to cover variations and/or additional supplies to the original order that was agreed between the parties.
2.5 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
3 Specification
3.1 The Supplier reserves the right to amend, alter, modify or improve the design of the Specification if required by any applicable statutory or regulatory requirements (to include Fire Regulations and standard details & practice) to meet current production requirements.
4 Price and Payment
4.1 The price for the Goods shall be as set out in the Quotation or, where no such provision is set out, shall be as advised by the Supplier from time to time before the date the order is placed (the Price). The Price will be valid for the number of days specified in the Quotation.
4.2 The Price will refer to the schedule of rates (as agreed between the Supplier and the Customer) and shall correspond with the Customer’s purchase order and Contract value.
4.3 The Price is exclusive of:
4.3.1 delivery, installation, insurance and all other related charges or taxes or relevant elements of the goods which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates; and
4.3.2 VAT (or equivalent sales tax).
4.4 The Supplier may increase the Price at any time by giving the Customer not less than 15 Business Days’ notice in writing.
4.5 Notwithstanding clause 4.4, the Supplier may increase the Price with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods and which is due to any factor beyond the control of the Supplier.
4.6 The Supplier may invoice the Customer for the Goods: –
4.6.1 on or at any time after the completion of the final delivery instalment; and/or
4.6.2 subject to any agreed credit limits with the Customer and, dependent upon the number of deliveries in any given month, by way of interim invoices followed by a final account invoice when all delivery instalments have been completed.
4.7 The Customer shall pay the invoice in full and in cleared funds in the currency stated on the interim/final account invoice within 30 calendar days of the date on which the invoice is dated. Payment shall be made to the bank account nominated by the Supplier.
4.8 The Customer shall pay any interim payment due under a Vesting Certificate within 30 calendar days of the date on which the Vesting Certificate is signed by the Supplier. Payment shall be made to the bank account nominated by the Supplier.
4.9 Any advance deposit payments requested by the Supplier shall be paid by the Customer within 15calendar days of the date on which the deposit payments were requested. Payment shall be made to the bank account nominated by the Supplier.
4.10 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.10.1 the Supplier may, without limiting its other rights, charge interest on such sums at 5% a year above the base rate of Bank of England from time to time in force, and
4.10.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
4.11 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 at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
4.12 The Customer agrees to indemnify the supplier in respect of any fees, costs, disbursements or expenses incurred (including court fees and the cost of legal representation) arising from overdue payment by the customer or any other breach by the customer of these terms and conditions.
5 Credit limit
5.1 Credit accounts are opened subject to approval of references and at the sole discretion of the Supplier and its insurers. The Supplier and/or its insurers will make a search with a credit reference agency, which will keep a record of that search. The Supplier may also make enquiries about the Customer’s directors and/or owners of the Customer’s business with a credit reference agency. The Supplier and its insurers will monitor and record information relating to the Customer’s trade credit performance to assess applications for credit.
5.2 The Supplier insures all credit accounts and is therefore bound to comply with restrictions and guidelines set by its insurers. Credit terms are strictly 30 days from date of invoice. Any late payments may result in the reduction or withdrawal of your credit account with the Supplier, the Customer’s trading history with the Supplier will be shared with the Supplier’s insurers for them to base any future decision on. This will include invoices made to the Customer and payments received from or on behalf of the Customer. The Supplier also reserves the right to increase, reduce or withdraw your credit limit at any time leaving any outstanding balance, or value in excess of the limit, due immediately.
6 Delivery
6.1 The Goods shall be delivered by the Supplier, or its nominated carrier, to the Location on the date(s) specified in the Delivery Schedule.
6.2 For supply only Customers, the Goods shall be deemed delivered on completion of unloading of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).
6.3 For supply and installation Customers, the Goods shall be deemed delivered on completion of unloading and installation of the Goods at the Location by the Supplier or its nominated carrier (as the case may be).
6.4 The Supplier may deliver the Goods in instalments in accordance with the Delivery Schedule. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 Any dates quoted for delivery in the Delivery Schedule are approximate only, and the time of delivery is not of the essence.
6.6 For supply and install Customers, installation dates are estimate only and time shall not be of the essence for carrying out the installation of Goods.
6.7 The Supplier shall not be liable for any delay in or failure of delivery caused by:
6.7.1 the Customer’s failure to make the Location available;
6.7.2 the Customer’s failure to prepare the Location in accordance with the Supplier’s instructions, as required for delivery of the Goods;
6.7.3 the Customer’s failure to provide the Supplier with adequate instructions for delivery and installation or otherwise relating to the Goods;
6.7.4 the delay of the Customer to approve drawings and/or schedules necessary for production of the Goods; or
6.7.5 Force Majeure.
6.8 If the Customer fails to accept delivery of the Goods within 10 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by Force Majeure or the Supplier’s failure to comply with its obligations under the Contract:
6.8.1 delivery of the Goods shall be deemed to have been completed at 9.00am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
6.8.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including but not limited to insurance).
6.9 If 15 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted 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, account to the Customer for any excess over the Price of the Goods or charge the Customer for any shortfall below the Price of the Goods.
6.10 The Customer is solely responsible for unloading the Goods at the delivery Location. All Goods will be unloaded immediately on arrival at the Location, otherwise waiting time will be charged. Any damage caused on unloading is the sole responsibility of the Customer. The Customer must comply with Applicable Law (to include applicable health & safety regulations) and risk assessments (as required) at all times.
7 Installation
7.1 For supply and install Customers, the Customer shall ensure the Supplier has safe access to all areas to enable the Supplier to carry out the installation.
7.2 For supply only Customers, the Customer is solely responsible for reviewing the Supplier’s Installation Instructions and installing the Goods in accordance with the Installation Instructions.
7.3 The Supplier will not be responsible for faults resulting from the installation of Goods by the Customer or its representatives/agents. In such a case, it is the Customer’s responsibility to commission and test the Goods as installed and to arrange for any faults to be rectified at the Customer’s own cost.
8 Risk
Risk in the Goods shall pass to the Customer on delivery.
9 Title
9.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
9.2 Until title to the Goods has passed to the Customer, the Customer shall:
9.2.1 hold the Goods as bailee for the Supplier;
9.2.2 store the Goods separately from all other material in the Customer’s possession;
9.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
9.2.4 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 (iv) noting the Supplier’s interest on the policy;
9.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
9.2.6 not remove or alter any mark on or packaging of the Goods;
9.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.313; and
9.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
9.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 16.1.1 to 16.1.4 or 16.2.1 to 16.33, the Supplier may:
9.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
9.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
10 Warranty
10.1 The Supplier warrants that the Goods shall, for a period of 5 years from delivery (the Warranty Period):
10.1.1 conform in all material respects to the Quotation and the Specification;
10.1.2 be free from material defects in design, material and workmanship; and
10.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
10.2 The Customer warrants that it has provided the Supplier in writing with all relevant, full and accurate information as to the Customer’s business and needs.
10.3 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 10.1, provided that the Customer:
10.3.1 serves a written notice on Supplier:
(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, within two weeks from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
10.3.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
10.3.3 gives the Supplier a reasonable opportunity to examine the defective Goods; and
10.3.4 returns the defective Goods to the Supplier at the Supplier’s expense.
10.4 The provisions of these Conditions, including the warranties set out in clause 10.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery & installation of the repaired or replaced Goods.
10.5 The Supplier shall not be liable for any failure of the Goods to comply with clause 10.1:
10.5.1 where such failure arises by reason of wear and tear, wilful damage or negligence;
10.5.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including the Supplier’s Installation Instructions and any instructions on operation, storage or maintenance;
10.5.3 to the extent caused by the Supplier following any specification, instruction or requirement of or given by the Customer in relation to the Goods;
10.5.4 where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
10.5.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 10.1.
10.6 Except as set out in this clause 10:
10.6.1 the Supplier gives no warranties and makes no representations in relation to the Goods; and
10.6.2 shall have no liability for their failure to comply with the warranty in clause 10.1 and all warranties and conditions (including the conditions implied by ss 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 by law.
11 Anti-bribery
11.1 For the purposes of this clause 11 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
11.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
11.2.1 all of its personnel;
11.2.2 all others associated with it; and
11.2.3 all of its subcontractors; involved in performing the Contract so comply.
11.3 Without limitation to clause 11.2, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage 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 improper payments or advantages are not made or received directly or indirectly on its behalf.
11.4 The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 11.
11.5 Any breach of this clause 11 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 16.1.1.
12 Indemnity and insurance
12.1 The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
12.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom or such other country by agreement in writing with the Supplier, to cover its obligations under the Contract. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.
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, the Supplier’s total liability shall not exceed 1% of the agreed sale price stated in the Quotation.
13.3 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
13.4 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
13.4.1 loss of profit;
13.4.2 loss of data;
13.4.3 loss of use;
13.4.4 loss of production;
13.4.5 loss of contract;
13.4.6 loss of opportunity;
13.4.7 loss of savings, discount or rebate (whether actual or anticipated);
13.4.8 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.
13.7 For supply and install Customers, the Supplier accepts no responsibility for any damage resulting from structural or other defects in the Location at which an installation is carried out.
13.8 For supply and install Customers, the Supplier shall not be liable for any loss or damage to the site during installation (including, without limitation, damage to rendered, plasterboard, brick, block or other walls, pathways, driveways, carpet, polished & decretive floors, tile, concreted, paved or grassed areas) unless due to the negligence of the Supplier.
14 Confidentiality and announcements
14.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any group company of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
14.1.1 any information which was in the public domain at the date of the Contract;
14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
14.1.3 any information which is independently developed by the Customer without usinginformation supplied by the Supplier or by any group company of the Supplier; or
14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
14.2 This clause 14 shall remain in force for a period of five years after termination of the Contract.
14.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
14.4 Where the Supplier extends credit to the Customer for the Goods the Supplier may pass Customer information to insurance companies or credit reference agencies and they may keep a record of any search that they do.
15 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.
16 Termination
16.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
16.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
16.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;
16.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue;
16.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; or
16.1.5 The Customer’s credit insurance is withdrawn in accordance with the restrictions and guidelines set by the Supplier’s insurers.
16.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
16.2.2 is unable to pay its debts either within the meaning of section 103 of the Insolvency (Northern Ireland) Order 1989 or if the Supplier reasonably believes that to be the case;
16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency (Northern Ireland) Order 1989;
16.2.4 becomes subject to a moratorium under Schedule A1 of the Insolvency (Northern Ireland) Order 1989;
16.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
16.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
16.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
16.2.8 has a resolution passed for its winding up;
16.2.9 has 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 it;
16.2.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
16.2.11 has a freezing order made against it;
16.2.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
16.2.13 is subject to any events or circumstances analogous to those in clauses 16.2.1 to 16.2.12 in any jurisdiction;
16.3 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of control in accordance with section 1124 of the Corporation Tax Act 2010.
16.4 The right of the Supplier to terminate the Contract pursuant to clause 16.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) of the Customer where the amalgamated, reconstructed or merged entity agrees to adhere to the Contract.
16.5 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 16, it shall immediately notify the Supplier in writing.
16.6 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
17 Notices
17.1 Any notice given by a party under these Conditions shall be in writing and sent to a party’s registered office address or email address set out below as set out on the Quotation. Notices may be given, and shall be deemed received:
17.1.1 by first-class post: two Business Days after posting;
17.1.2 by airmail: seven Business Days after posting;
17.1.3 by hand: on delivery;
17.1.4 by email to the addresses as set out at the first page in the agreement.
17.2 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 Error! Reference source not found. and shall be effective:
17.2.1 on the date specified in the notice as being the date of such change; or
17.2.2 if no date is so specified, ten Business Days after the notice is deemed to be received.
17.3 This clause 17 does not apply to notices given in legal proceedings or arbitration.
18 Entire agreement
18.1 The parties agree that the Contract and any documents entered into pursuant to it 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.
18.2 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. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
19 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.
20 Assignment
The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld
21 Set-off
The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract. The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
22 Severance
22.1 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.
22.2 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.
23 Waiver
23.1 No failure, delay or omission by the Supplier 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.
23.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
24 Compliance with law
The Customer 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 its obligations under or in connection with the Contract.
25 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
26 Third party rights
26.1 Except as expressly provided for in clause 26.2, 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.
26.2 Any group company of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such group company is not required in order to rescind or vary the Contract or any provision of it.
27 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 Northern Ireland.
28 Jurisdiction
The parties irrevocably agree that the courts of Northern Ireland shall have 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).