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Biomass Boilers,CHP, Steam
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General Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR ANY CONTRACT FOR THE SUPPLY OF GOODS AND SERVICES (“conditions”)

1              Interpretation

1.1          The following definitions and rules of interpretation in this condition apply in these conditions.

Client: the person, firm or company who purchases the Goods and/or Services from the Company.

Company: Wood Energy Limited (a company registered in England and Wales with company number 04269709).

Contract: any contract between the Company and the Client for the sale and purchase of Goods and /or Services, incorporating these conditions and the terms of a relevant Proposal or Quotation (provided that if there is any conflict or ambiguity between them, a term contained in the Proposal/Quotation shall have priority over one contained in these conditions.

Contract Price: the total sum payable by the Client to, and receivable by the Company, under the Contract.

Contract Proposal Acceptance Form: the Client’s order for the supply of Goods and/or Services by the Company to the Client as set out in the Client's written acceptance of the Company’s Proposal or Quotation, or overleaf, as the case may be

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Goods:  any goods agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them).

Proposal: a contract proposal for the supply of Goods and/or Services by the Company to the Client

Quotation: a quotation for the supply of Goods and/or Services by the Company to the Client

1.2          Words in the singular include the plural and in the plural include the singular.

1.3          A reference to one gender includes a reference to the other gender and a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality.

1.4          Condition headings do not affect the interpretation of these conditions.

1.5          A reference to a statute or statutory provision is a reference to it as at the date of the Proposal or Quotation. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.6          A reference to writing or written includes fax but not email.

 

2              Application of Terms

2.1          Subject to any variation under condition 2.3 and save as referred to in a Contract Proposal Acceptance Form the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document). If there is any conflict or ambiguity between the terms of these conditions and proposal or Quotation, a term contained in the Proposal or Quotation shall have priority over one contained in these conditions.

2.2          These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.3          Any estimate is given on the basis that it is not an offer and no Contract shall come into existence until the Contract Proposal Acceptance Form signed by the Client has been received and accepted in writing   by the Company and any deposit due is received.

2.4          The receipt by the Client of a Proposal or Quotation signed on behalf of the Company shall be deemed to be an offer by the Company, which the Client can accept subject to these conditions by signing the Contract Proposal Acceptance Form.  Any Proposal or Quotation is valid for a period of 14 days only from its date of issue, provided that the Company has not previously withdrawn it.

2.5          The Client warrants that the terms of its order and any applicable specification are complete and accurate.

 

3              Description

3.1          The quantity and description of the Goods shall be as set out in the Company’s Proposal or Quotation.

3.2          All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.  The Contract is not a sale by sample.

3.3          To the extent that  Goods are to be manufactured or altered in accordance with a specification supplied by the Client, the Client  shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of such specification. This condition 3.3 shall survive termination of the Contract]

 

4              Delivery

4.1          Delivery of the Goods shall take place at the place specified in the Proposal or Quotation or such other place as may be agreed. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Point.

4.2          The Client shall take delivery of the Goods on such date as the Company advises, providing notification of delivery has been given not less than 7 days in advance of the date of delivery.

4.3          Any dates quoted by the Company for delivery of the Goods are approximate only and time for delivery shall not be of the essence. If no dates are so specified, delivery shall be within a reasonable time. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4          If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company 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 Client's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.5          Delays in the delivery of Goods shall not entitle the Client to:

4.5.1      refuse to take delivery of the Goods; [or]

4.5.2      claim damages; or

4.5.3      terminate the Contract, unless delivery is delayed for a period of 90 days or more]

4.6          Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Client to terminate or rescind the Contract unless such delay exceeds 90 days. There shall be provision for a longstop date of 90 days after which sums are to be returned.

4.7          If for any reason the Client fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Client has not provided appropriate instructions, documents, licences or authorisations:

4.7.1      risk in the Goods shall pass to the Client (including for loss or damage caused by the Company’s negligence upon notification by the Company to the Client);

4.7.2      the Goods shall be deemed to have been delivered on the date specified under Condition 4.2; and

4.7.3      the Company may store the Goods at its own premises or with a third party until actual delivery, whereupon the Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.8          Where the Contract provides for the delivery of Goods by instalments each instalment may be invoiced separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Client to cancel any other instalment.

4.9          Unless otherwise specified in this Contract, the Client shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for off-loading the Goods.

 

5              Non-Delivery

5.1          The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Client on delivery unless the Client can provide conclusive evidence proving the contrary.

5.2          The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Client gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3          Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods. In this instance, reasonable time will be deemed the period for production and the standard manufacturer lead times advised.

 

6              Risk/Title

6.1          The Goods are at the risk of the Client from the time of delivery (or deemed delivery) and, for the avoidance of doubt; the Client is responsible for the off-loading and safe storage of the Goods on the delivery date.

6.2          Ownership of the Goods shall not pass to the Client until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1      the Goods; and

6.2.2      all other sums which are or which become due to the Company from the Client on any account.

6.3          Until ownership of the Goods has passed to the Client, the Client shall:

6.3.1      hold the Goods on a fiduciary basis as the Company’s bailee;

6.3.2      store the Goods (at no cost to the Company) separately from all other goods of the Client or any third party in such a way that they remain readily identifiable as the Company’s property;

6.3.3      not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

6.3.4      from the date of delivery maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Client shall produce the policy of insurance to the Company. If the Client fails to comply with this condition the Company shall be entitled to insure the Goods at the Client’s expense and the Client shall reimburse the cost of such insurance to the Company.

6.4          Subject to condition 6.6. the Client may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1      any sale shall be effected in the ordinary course of the Client’s business (but not otherwise) at full market value; and

6.4.2      any such sale shall be a sale by the Client as principal and not as the Company’s agent.

6.5          The Client’s right to possession of the Goods shall terminate immediately if:

6.5.1      the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or

6.5.2      the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Client, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Client ceases to trade; or

6.5.3      the Client encumbers or in any way charges any of the Goods.

6.6          The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. This right only arises in the event of Termination of the Contract as a result of a material breach of the Contract by the Client

6.7          The Client grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Client’s right to possession has terminated, to recover them during the contract programme for deployment and commissioning of the system.  This right will expire upon commission of the system or when all sums due and payable by the Client have been paid, whichever is earlier.

6.8          Where the Company is unable to determine whether any Goods are the goods in respect of which the Client’s right to possession has terminated, the Client shall be deemed to have sold all goods of the kind sold by the Company to the Client in the order in which they were invoiced to the Client.

6.9          On termination of the Contract, subject to Clauses 8.4 and Clause 13, the rights of both parties contained in this condition 6 shall remain in effect.

 

7              Supply of Services

7.1          The Company shall supply the Services to the Client in accordance with the Proposal or Quotation in all material respects.

7.2          The Company shall use all reasonable endeavours to meet any quoted performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

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

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

7.5          The Client shall:

(a)          co-operate with the Company in all matters relating to the Services;

(b)          provide the company, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;

(c)           provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 

(d)          where necessary prepare the Customer's premises for the supply of the Services;

(e)          obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start;

(f)           comply with all applicable laws, including health and safety laws.

7.6          If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):

(a)          without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b)          the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this condition 7.6; and

(c)           the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

 

8              Contract Price

8.1          Unless otherwise agreed by the Company in writing, the price for the Goods shall be the Contract Price set out in the Proposal or Quotation or if no price is quoted the Company’s standard prices as at the date of delivery

8.2          The Company may, by giving notice to the Client at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Client to change the delivery date, quantities or types of Goods ordered; or

(c)           any delay caused by any instructions of the Client or failure of the Client to give the Company adequate of accurate information or instructions.

8.3          The price for the Goods and services shall be exclusive of any value added tax for which the Client shall be responsible.

 

9              Payment

9.1          Subject to condition 9.4, payment of the price for the Goods is due in pounds sterling and in cleared funds to a bank account nominated in writing by the Company 

The Client shall pay each invoice submitted by the Company within [30] days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Client in full, and

9.2          Time for payment shall be of the essence.

9.3          No payment shall be deemed to have been received until the Company has received cleared funds.

9.4          All payments payable to the Company under the Contract shall become due immediately on its termination, save in the event of termination as a result of the breach of the terms of this Contract by the Company or where the Contract terminates pursuant to the terms of Clause 13.

9.5          The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.

9.6          If the Client fails to pay the Company  on its due date any sum due pursuant to the Contract, the Client shall at the Company’s option be liable to pay interest to the Company on such sum from the due date for payment either at the annual rate of 4% above the base lending rate from time to time of the Bank of England or at the rate and as provided for  under the Late Payment of Commercial Debts (Interest) Act 1998 in each case from the due date until the outstanding amount is paid in full. The Company reserves the right to claim interest.

 

10           Quality

10.1        Where the Company is not the manufacturer of the Goods, the Company shall use reasonable endeavours to transfer to the Client the benefit of any warranty or guarantee given to the Company. 

10.2        The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:

10.2.1    be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

10.2.2    be fit for the purpose held out by the Company; and

10.2.3    be fit for any particular purpose for which the Goods are being bought if the Client had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Client to rely on the skill and judgement of the Company.

10.3        The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless:

10.3.1    the Client gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit, to the carrier, within 14 days of the time when the Client discovers or ought to have discovered the defect; and

10.3.2    the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Client (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.

10.4        The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:

10.4.1    the defect arises because the Client failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

10.4.2    the Client alters or repairs such Goods without the written consent of the Company; or

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

10.5        Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Client shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.

10.6        If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.

10.7        Any Goods replaced by or returned to the Company shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12-month period from the date of delivery of the original Goods.

 

11           Limitation of Liability

11.1        Subject to the other provisions of these conditions, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

11.1.1    any breach of these conditions;

11.1.2    any use made or resale by the Client of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3    any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2        Save as set out in these conditions, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3        Nothing in these conditions excludes or limits the liability of the Company: 

11.3.1    for death or personal injury caused by the Company’s negligence; or

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

11.3.3    ; or

11.3.4    for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

11.3.5    for fraud or fraudulent misrepresentation.

11.4        Subject to condition 11.2 and condition 11.3:

11.4.1    the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price paid to the Company; and

11.4.2    the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11.5        Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of [the event having occurred and shall expire one month from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6        This condition 11 shall survive termination of the Contract.

 

12           Confidentiality/Intellectual Property

12.1        Both the Company and the Client agree to keep the terms of the Contract and all ancillary information received by the Client from the Company confidential (“Confidential Information”), unless the information is already within the public domain or subsequently becomes public knowledge other than by a breach of this Contract provided that the Company may publicise generally the fact that it has supplied the Goods to the Client.

12.2        To the extent necessary to implement the provisions of this Contract, each party may disclose Confidential Information to those employees of either party as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligation of confidentiality under this Contract, and shall at all times procure compliance by those employees with them.

12.3        The Client acknowledges that all copyright and title to intellectual property in relation to the Goods, and any ancillary service or documents provided in relation to the Contract, are owned by the Company.

12.4        For the purposes of Clause 11.3, intellectual property includes: patent rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in goodwill, rights in design, database rights, and the right to sue for passing-off, in each case whether registered or unregistered and including all applications (or rights to apply) for renewals or extensions of such rights and similar or equivalent rights or forms to protection which may now or in the future subsist in any part of the world.

 

13           Assignment

13.1        Company may not, without the Client’s consent, assign the Contract or any part of it to any person, firm or company.

13.2        The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

 

14           Termination of Contract

14.1        In the event that either party commits a material breach of the Contract and fails to remedy such material breach within 14 days of receiving written notice from the other party requiring that such breach be remedied, the non-breaching party may terminate the Contract with immediate effect by giving written notice to that effect to the other party.

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

(a)          the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];

(b)          the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(c)           the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

Provided that without affecting any other right or remedy available to it, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in condition 14.2(a) or14.2(b), or the Company reasonably believes that the Client is about to become subject to any of them.

14.3        On termination of the Contract: 

(a) the Client shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Client shall return all Goods which have not been fully paid for. If the Client fails to do so, then the Company may enter the Client 's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

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

14.5        Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

 

15           Force Majeure

15.1        The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Client (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Client shall be entitled to give notice in writing to the Company to terminate the Contract. Where such termination results in the Company being unable to deliver the Goods or otherwise being unable to fulfil its obligations under the Contract, the Client shall not be obliged to make payment of any further sums under the Contract and shall be entitled to a full refund of all sums paid in relation to Goods which cannot be delivered.

 

16           General

16.1        The Client shall give a minimum of 10 working days’ notice of cancellation of an agreed attendance on behalf of the Company to fulfil any of the Company’s obligations under this Contract. Cancellation or postponement after such notice will incur a charge for the obligations that were to be carried out, at the advised rate.

16.2        Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

16.3        If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed deleted and the validity and enforceability  remaining provisions of the Contract shall not be affected and the remainder of such provision shall continue in full force and effect.

16.4        Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

16.5        A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.6        Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.7        The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.8        Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.  The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

16.9        The formation, existence, construction, performance, validity and all aspects of the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation

 

17           Communications

17.1        All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first-class post:

17.1.1    (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Client by the Company; or

17.1.2    (in the case of the communications to the Client) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Client set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Client.

17.2        Communications shall be deemed to have been received:

17.2.1    if sent by pre-paid first-class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or

17.2.2    if delivered by hand, on the day of delivery.

17.3        Communications addressed to the Company shall be marked for the attention of the Project Manager.