Terms and Conditions
TERMS OF BUSINESS
These Terms of Business (the “Terms”) set out the conditions on which Cole-Parmer Instrument Company Limited ((company number: 03214518) also referred to as “we, us, our” in theseTerms) will supply Goods and/or Services to you. They need to be read in conjunction with our Quotation, are incorporated into our Quotation, and together they will constitute the contract between the parties for the Goods and/or Services that you have ordered (the “Contract”).
1 Definitions AND INTERPRETATION
1.1 In these Terms, the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday or public holiday in England;
“Contract” has the meaning given to it at the top of these Terms;
"Commencement Date" has the meaning given to it in clause 2.2;
"Delivery Location" has the meaning given to it in clause 4.1;
"Force Majeure Event" has the meaning given to it in clause 16.1;
"Goods" means the goods (or any part of them) set out in your Order;
"Goods Specification" means any specification for the Goods that the parties agree to in writing, subject to amendment as set forth in clause 3.2;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Maintained Equipment” means your equipment that we shall maintain and support in accordance with these Terms, if agreed between us and set out in the Services Specification;
"Order" means your order for the supply of Goods and/or Services as set out in your written acceptance of our Quotation;
“Quotation” means a written quotation prepared by us and sent to you relating to the provision of Goods and/or Services;
"Services" means the services supplied by us to you as set out in the Service Specification below;
"Service Specification" means the description or specification for the Services provided in writing by us to you;
"Our Materials" has the meaning set out in clause 10.1.6;
"Terms" means these terms and conditions as amended from time to time by us; and
1.2 In these Terms, the following rules apply:
1.2.1 words in the singular include the plural and vice versa and words in one gender include any other gender;
1.2.2 a reference to:
(a) “you” is a reference to the person, company or firm who purchases Goods and/or Services from us;
(b) a “person” includes any individual (and their personal representatives), firm, body corporate or other legal entity, association, partnership, government or state (whether or not having a separate legal personality);
(c) clauses and schedules are to clauses and schedules of these Terms;
(d) any provision of these Terms is to that provision as amended;
(e) a “holding company” or a “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006; and
(f) statutes and statutory provisions shall be construed as amended or replaced and as including any subordinate legislation made under them in any such case from time to time.
1.3 Except where expressly stated otherwise, no provision of these Terms shall govern or limit the extent or application of any other provision.
1.4 The headings in these Terms are inserted for convenience only and shall not affect its construction.
2 Basis of contract
2.1 Your Order constitutes an offer to purchase Goods and/or Services from us in accordance with these Terms.
2.2 Your Order shall only be deemed accepted when we issue written acceptance of it, at which point and on which date the Contract shall come into existence (the “Commencement Date”).
2.3 The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, including without limitation, your Order terms, or which are implied by trade, custom, practice or course of dealing.
2.6 Any Quotation given by us shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.7 All of these Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in our catalogue and/or the Goods Specification.
3.2 We reserve the right to amend any specification of the Goods and/or any agreed Goods Specification if required by any applicable statutory or regulatory requirements.
4 Delivery of Goods
4.1 We shall deliver the Goods to the location set out in your Order or such other location as the parties may agree ("Delivery Location") at any time after we notify you that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If we fail to deliver the Goods, you must notify us as soon as reasonably practicable and we will reschedule the delivery. In the event that the Goods are not delivered on or before the rescheduled delivery date, you are entitled to terminate your Order for the Goods. We 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 your failure to provide us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.5 If you fail to accept or take delivery of the Goods within three Business Days of us notifying you that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract in respect of the Goods:
4.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which we notified you that the Goods were ready; and
4.5.2 we shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
4.6 If ten Business Days after we notified you that the Goods were ready for delivery you have not taken and/or accepted delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
4.7 You shall not be entitled to reject the Goods if we deliver up to and including 5% more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to your Order invoice on receipt of notice from you that the wrong quantity of Goods was delivered.
4.8 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
5 WARRANTY FOR GOODS
5.1 Where we are supplying Goods manufactured by a third party manufacturer, we shall use our reasonable endeavours to pass on the benefit of any warranties we receive from the applicable manufacturer. You acknowledge that any attempt to repair, service or modify such Goods may invalidate the manufacturer’s warranty.
5.2 Subject to clause 5.3, if:
5.2.1 you provide us with notice in writing that some or all of the Goods do not comply with the warranties set out in clause 5.1;
5.2.2 we are given a reasonable opportunity of examining such Goods or, where the Goods are not longer in your possession or have been incorporated in other goods, you provide us with evidence that the Goods did not comply with the warranty in clause 5.1 on delivery; and
5.2.3 you (if asked to do so by us) return such Goods to our place of business,
we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 We shall not be liable for the Goods' failure to comply with the warranties in clause 5.1 if:
5.3.1 you make any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3 you alter or repair such Goods without our written consent;
5.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.3.5 the Goods differ from their description and/or any Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause Error! Reference source not found., we shall have no liability to you in respect of the Goods' failure to comply with the warranties set out in clause 5.1.
5.5 These Terms shall apply to any repaired or replacement Goods that we supply in accordance with clause 5.2, but the warranty term shall not be extended for any such repaired or replacement Goods.
5.6 EXCEPT AS SET FORTH IN THIS SECTION 5, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE GOODS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
6 Title and risk
6.1 The risk in the Goods shall pass to you on delivery of the Goods to a common carrier at our facility.
6.2 Title to the Goods shall not pass to you until the earlier of:
6.2.1 we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to you, you shall:
6.3.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
6.3.4 notify us immediately if you become subject to any of the events listed in clause 15.2.2 or clause 15.2.3; and
6.3.5 give us such information relating to the Goods as we may require from time to time.
6.4 Subject to clause 6.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
6.4.1 you do so as principal and not as our agent; and
6.4.2 title to the Goods shall pass from us to you immediately before the time at which the resale by you occurs.
6.5 If before title to the Goods passes to you, you become subject to any of the events listed in clause 15.2.2 or 15.2.3, then, without limiting any other right or remedy we may have:
6.5.1 your right to resell Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 we may at any time:
18.104.22.168 require you to deliver up all Goods in your possession which have not been resold, or irrevocably incorporated into another product; and
22.214.171.124 if you fail to do so promptly, enter any of your premises where the Goods are stored in order to recover them. Where the Goods are stored at the premises of any third parties engaged by you, you agree to procure for us the rights to enter their premises to recover the Goods on the terms of this clause 6.5.
7 Supply of Services
7.1 We shall provide the Services to you in accordance with the Service Specification in all material respects.
7.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Services Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 We 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 we shall notify you in any such event.
7.4 We warrant to you that the Services will be provided using reasonable care and skill.
8 uneconomical repair and excluded causes
8.1 We reserve the right to perform an audit of the Maintained Equipment and/or any other instruments at any time prior to the commencement of the Services and/or during the term of the Contract, to determine (at our sole discretion) whether any Maintained Equipment is uneconomical for repair and/or maintenance. If we make any such decision, we shall inform you as soon as reasonably practicable and we shall remove the Maintained Equipment from the scope of the Services and the Services Specification shall be deemed to be amended accordingly.
8.2 We shall not be responsible for performing any maintenance services in relation to any individual item of Maintained Equipment, where it is established that such Maintained Equipment is not in good working order due to:
8.2.1 any defect in your design of the Maintained Equipment;
8.2.2 the use of any faulty materials or workmanship in the manufacture of the Maintained Equipment;
8.2.3 any maintenance, alteration, modification or adjustment performed by anyone other than us or our employees, agents or any other persons approved by us or failure to maintain in accordance with the manufacturer’s instructions;
8.2.4 the actions of you and/or any third party in moving the Maintained Equipment; or
8.2.5 any negligence, abuse, neglect or misuse or improper storage or handling of the Maintained Equipment,
and we may, at our discretion, provide you with a separate Quotation to undertake the maintenance and/or repair of any such Maintained Equipment.
9 replacements and spare parts
9.1 In relation the Maintained Equipment, our responsibilities to source spare parts shall be set out in the Quotation. You shall be responsible for paying the cost of obtaining such spare parts to us prior to the installation of those parts in the Maintained Equipment.
9.2 Title in the spare parts shall pass to you in accordance with clause 6.2.
10 Customer's obligations
10.1 You shall:
10.1.1 ensure that the terms of your Order and (if submitted by you) the Goods Specification are complete and accurate;
10.1.2 co-operate with us in all matters relating to the Services;
10.1.3 provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the Services and, in particular, to provide them with adequate and safe working space as are reasonably required to enable us to perform the maintenance Services and ensure the safety of our personnel whilst attending your premises;
10.1.4 provide us with such information and materials as we may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
10.1.5 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;
10.1.6 keep and maintain all materials, equipment, documents and other property of ours ("Our Materials") at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
10.1.7 ensure that the Maintained Equipment is kept under suitable working conditions and permit only trained and competent staff personnel to use it and follow any operating instructions as we may give from time to time;
10.1.8 notify us if the Maintained Equipment is discovered to be operating incorrectly;
10.2 If our performance of any of our obligations in respect of the Services is prevented or delayed by any act or omission by you or in the event of any failure by you to perform any relevant obligation ("Default"):
10.2.1 we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy your Default, and to rely on your Default to relieve us from the performance of any of our obligations;
10.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations; and
10.2.3 you shall reimburse us on written demand for any costs and losses sustained or incurred by us arising directly or indirectly from your Default.
11 Charges and payment
11.1 The price for Goods and Services shall be the price set out in the Quotation or, if no price is quoted, the price set out in our published price list as at the date of delivery. The price of the Goods and/or Services (as applicable) is exclusive of all costs and charges including any charges relating to the packaging, insurance, transport of the Goods, which shall be paid by you when you pay for the Goods.
11.2 Where we have agreed to provide the Services on a time and materials basis:
11.2.1 the charges shall be calculated in accordance with our standard daily fee rates, as set out in the Services Specification;
11.2.2 our standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
11.2.3 we shall be entitled to charge an overtime rate (set out in the Quotation) on a pro-rata basis for each part day or for any time worked by individuals who we engage on the Services outside the hours referred to in clause 11.2.2; and
11.2.4 we shall be entitled to charge you for any expenses reasonably incurred by us or the individuals who we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
11.3 We reserve the right to:
11.3.1 increase your standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any 12 month period. We will give you written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to you, you may terminate the Contract by giving us 4 weeks’ written notice; and
11.3.2 increase the price of the Goods, by giving notice to you at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to:
126.96.36.199 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
188.8.131.52 any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
184.108.40.206 any delay caused by any of your instructions in respect of the Goods or your failure to give us adequate or accurate information or instructions in respect of the Goods.
11.4 In respect of Goods, we shall invoice you on or at any time after shipment. In respect of Services, we shall invoice you on a monthly basis in advance.
11.5 You shall pay each invoice submitted by us:
11.5.1 within 30 days after the date of the invoice; and
11.5.2 in full and in cleared funds to a bank account nominated in writing by us, and
11.5.3 time for full such payment shall be of the essence of the Contract.
11.6 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
11.7 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
11.8 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
12 Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services or the delivery of the Goods shall be owned by us.
12.2 All of Our Materials are our exclusive property.
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, goods, services, affairs, customers, clients or suppliers of the other party, except as permitted by 13.2.
13.2 Each party may disclose the other party’s confidential information:
13.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with thisclause 13; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14 Limitation of liability
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in these Terms shall limit or exclude our liability for:
14.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation; and/or
14.1.3 any other liability which cannot be excluded by law.
14.2 Subject to clause 14.1, we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise for:
14.2.1 loss of profit;
14.2.2 loss of sales or business;
14.2.3 loss of agreements or contracts;
14.2.4 loss of anticipated savings;
14.2.5 loss of or damage to goodwill; or
14.2.6 any other indirect, incidental, special or consequential loss.
14.3 Subject to clauses 14.1 or 14.2, our total liability to you 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 125% of the charges or payable by you to us in the previous 12 month period or, if the liability arises during the first 12 month period, 125% of the charges payable in the initial 12 month period from the Commencement Date.
14.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
15 term and Termination
15.1 In relation to the Services, the Services shall commence on the Commencement Date and shall continue for the period of time set out in the Quotation (the “Term”) and the Contract shall automatically terminate on the expiry of the Term unless terminated earlier pursuant to this Section 15.
15.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
15.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
15.2.2 an order is made or a resolution is passed for the dissolution or winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt;
15.2.3 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.2; or
15.2.4 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.
15.3 Without limiting our other rights or remedies, we may:
15.3.1 terminate this Contract or suspend the supply of Services and/or all further deliveries of Goods or any other contract between you and us with immediate effect by giving you written notice if you fail to pay any amount due under this Contract on the due date for payment; and
15.3.2 suspend the supply of Services and/or all further deliveries of Goods under the Contract or any other contract between you and us if you become subject to any of the events listed in clauses 15.2.2 or 15.2.3, or we reasonably believe that you are about to become subject to any of them.
15.4 On termination of the Contract for any reason:
15.4.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services and/or Goods supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
15.4.2 you shall return all of Our Materials which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
15.4.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
15.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16 Force majeure
16.1 For the purposes of this Contract, "Force Majeure Event" means an event beyond our reasonable control, including but not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event. For the avoidance of doubt, a Force Majeure Event shall not release you from your obligation to pay the price for Goods and Services ordered.
16.3 If the Force Majeure Event prevents us from providing any of the Services and/or Goods for more than 4 weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
17.1 Assignment and other dealings.
17.1.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.
17.1.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of your rights or obligations under the Contract.
17.2.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or e-mail.
17.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by or e-mail, one Business Day after transmission.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, agency, master/servant relationship or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
17.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.7 Variation. Except as set out in these Terms, no variation of the Contract, including without limitation, the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by us.ü
17.8 Governing law. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).