The Buyer’s attention is drawn particularly to the terms of clause 9.
In these Conditions:
"Buyer" means the buyer of Goods and/or Services from the Seller. “Conditions” means these terms and conditions as amended from time to time in accordance with clause 1.2. "Contract" means the agreement between the Buyer and the Seller for the supply of Goods and/or Services into which these Conditions and the terms of an Order are incorporated. “Data Protection Legislation” means all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data including, without limitation, the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679). "Goods" means the goods agreed to be supplied to the Buyer by the Seller under an Order. "Order" means the order form including any applicable specification submitted by the Buyer to the Seller for Goods or Services. “Seller” means Premier Labels and Nameplates, which enters into the Contract. "Services" means the services agreed to be provided to the Buyer by the Seller under an Order. "Supplies" means the Goods and/or Services to be supplied under the Contract.
1. BASIS OF SALE 1.1 The Seller shall sell and the Buyer shall purchase the Supplies in accordance with Orders accepted by the Seller subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Order is made or purported to be made by the Buyer including terms purportedly incorporated by trade, custom, practice or course of dealing. 1.2 No variation to these Conditions or the Order shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller. 1.3 The Seller's employees or agents are not authorised to make any representations concerning the Supplies unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. 1.4 Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. 1.5 Paragraph headings shall be ignored in interpretation.
2. ORDERS AND SPECIFICATIONS 2.1 No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative. The Seller reserves the right to refuse to accept any Order without giving a reason for doing so. 2.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Supplies within a sufficient time to enable the Seller to properly perform the Contract and the accuracy of any proof submitted for approval to the Buyer. 2.3 The quantity, quality and description of, and any specification for, the Supplies shall be those set out in the Seller's confirmation of order. 2.5 The Seller reserves the right to make any changes in the specification of the Supplies that are required to conform with any applicable law, regulation or safety recommendation, or where such changes do not materially affect the quality or performance of the Supplies. If any variation in the Supplies or the Contract terms is required, the Buyer shall pay such additional amount as is fair and reasonable and the Seller shall have reasonable additional time to perform the Contract. 2.6 The Goods are manufactured from paper / paper-laminate or plastic laminates and adhesives. The Goods do not contain any PCRs (post-consumer recycled materials). The Goods are intended for general use and use on foods that are already packed in impermeable packaging. The Seller’s factory operates in accordance with the requirements of EC 2023-2006 with the exception of requirements for the use of low-migration inks suitable for direct food contact. Where the Buyer’s specifications require processes or equipment that we do not have on site, such as extra wide hot-foil processes, we subcontract these processes to approved suppliers. By agreeing to these Conditions the Buyer agrees to our sub-contracting of such work. 2.7 No Order which has been accepted by the Seller may be terminated by the Buyer without the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or appropriated to the Contract), damages, charges and expenses incurred by the Seller prior to, or as a result of, termination. 2.8 The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid, or agreed to be paid, by the Seller in settlement of any claim for libel or for infringement of any third party’s intellectual property rights which results from the Seller’s use of the Buyer’s specification. 2.9 Should expedited delivery be agreed by the Seller an extra charge may be made to cover any overtime or any other additional cost. 2.10 Should the Contract be suspended at the request of, or delayed through any default of, the Buyer for a period of thirty days (or more) the Seller shall then be entitled to payment for work already carried out and materials specially ordered and any other additional costs, including storage, incurred whilst performing the Contract.
3. PRICE OF THE GOODS AND SERVICES 3.1 The price of the Supplies shall be that stated in the Order and accepted by the Seller, which shall be exclusive of Value Added Tax and any other sales tax or excise duties. The Seller reserves the right to make an additional charge for packaging, carriage, insurance and other such items as are not listed on the Order. 3.2 Where any taxable supply for VAT purposes is made under the Contract by the Seller, the Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller 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 Supplies. 3.3 The Seller reserves the right prior to delivery or final performance to increase the price of Supplies to reflect any increase in labour or material costs or other costs of production, any foreign exchange fluctuation, currency regulation, alteration of duties or any change in delivery dates, quantities or specifications for the Supplies which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions or to perform its obligations for the Supplies. 3.4 Unless otherwise agreed in writing all prices quoted are valid for thirty days only but do not constitute an offer by the Seller .
4. TERMS OF PAYMENT 4.1 Unless otherwise stated in the Order, or otherwise agreed in writing between the Buyer and the Seller, payment shall be made in sterling in cleared funds within 30 days of invoice and without any withholding, deduction, set-off, counter- claim or cross demand (whether in respect of the Contract or any related contract). 4.2 The time of payment shall be of the essence of the Contract. 4.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 4.3.1 cancel the Contract in whole or in part or suspend any further deliveries to the Buyer or other performance; 4.3.2 appropriate any payment made by the Buyer to such of the Goods or Services (or the goods or services supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and 4.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate 4% above The Royal Bank of Scotland plc base rate from time to time or at such rate as is the maximum permissible by statute until payment in full is made.
5. DELIVERY 5.1 The Seller shall effect delivery by making the Goods available for collection from its premises and informing the Buyer or, if some other place for delivery is stated in the Seller’s written confirmation of Order, by the Seller dispatching the Goods from its premises in accordance with the Buyer’s instructions. 5.2 Any dates quoted for delivery of Supplies are approximate and shall not be of the essence of the Contract. The Seller shall not be liable for any delay in delivery of the Supplies howsoever caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 5.3 If the Buyer fails to take delivery or to give adequate delivery instructions then, without prejudice to its other rights and at the Buyer’s expense, the Seller may store and/or dispose of (including resell) the Goods or any goods which are the subject of any Services. Any shortfall in disposal proceeds below the Contract price shall be paid by the Buyer to the Seller. 5.4 The Seller may deliver the quantity of Goods contracted for within a range of plus or minus 10% without being in breach of the Contract (and the Seller shall accept delivery of the same), and charged for accordingly without any adjustment in the unit price and the quantity so delivered shall be deemed the quantity ordered. 5.5 The Company may deliver Supplies in instalments constituting separate Contracts and delay in delivery or termination of any instalment will not entitle the Buyer to terminate the Contract as a whole, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery whether under one Contract or any related contract. Where Goods are delivered in instalments the Seller may issue separate invoices.
6. INSPECTION AND ACCEPTANCE 6.1 Within 3 working days of delivery of the Goods and/or completion of the Services the Seller shall inspect and test the same and immediately give notice to the Seller of any damage or non-conformity with the Contract. In the absence of such notice, the Supplies shall be deemed to comply with the terms of the Contract and the Buyer bound to accept them. 6.2 The Buyer will indemnify the Seller against any loss which the Seller suffers because any notification pursuant to sub- clause 6.1 is received too late to enable it to claim against carriers, insurers or any other third party in respect of such damage, deficiency or loss in transit
7. RISK AND PROPERTY 7.1 Risk of damage to, or loss of, the Goods shall pass to the Buyer at the earlier of: the time when the Seller notifies the Buyer that the Goods are available for collection; or, upon the Seller first dispatching the Goods from its premises in accordance with the Buyer’s instructions. 7.2 All other material or goods, including but not limited to items referred to in clause 13.4, in the possession of the Seller or under the Seller’s control shall be held, worked on and carried at the Buyer’s risk in every respect and the Buyer is advised to retain duplicates or copies of any master artwork, films, tapes, discs and other materials provided to the Seller. 7.3 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Contract, title to and ownership of the Goods shall not pass to the Buyer until the Seller has received in cleared funds payment in full of the price of the Goods. 7.4 If at the date that payment in full for the Goods is made any other monies then due for payment by the Buyer to the Seller on any account have not been paid, title to the Goods shall not in any event pass to the Buyer until the Seller has received in cleared funds payment in full of the monies overdue. 7.5 Until such time as title in the Goods passes to the Buyer, the Buyer shall: 7.5.1 hold the Goods as the Seller’s fiduciary agent and bailee; 7.5.2 keep the Goods separate from those belonging to the Buyer and third parties and properly stored, insured (from the moment determined by clause 7.1) and identified as the Seller’s property; 7.5.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 7.5.4 notify the Seller immediately if it becomes subject to any of the events in clause 10.1.3 (and in such an event the Buyer shall immediately return any Supplies to which title has not transferred to the Buyer and if it fails to do so, the Seller shall have the right to enter the premises of the Buyer to recover the Supplies; 7.5.5 give the Buyer such information relating to the Goods as the Supplier may require from time to time; and 7.5.6 the Seller shall have a lien over any of the Buyer’s assets in its possession or control.
8. ELECTRONIC TRANSMISSIONS Supplies may be delivered to the Buyer by electronic transmission, where the Order so provides. Where any material is sent by one party ("the Sender") to the other party ("the Receiver") by means of electronic transmission: 8.1 transmission shall be deemed to be effected when the Sender has sent the email or other communication to the address/contact details that the Receiver has supplied. 8.2 the Sender shall not be liable for late or non-delivery which is a result of the Receiver’s failure to provide correct contact details or of failure of an internet connection or corruption of material in the course of transmission outside the control of the Sender. 8.3 Where the Order provides for electronic transmission, delivery shall be deemed to have taken place when Supplies are transmitted from the Seller to the Buyer by electronic transfer, transmission being deemed to be effected when the Seller has sent the email or other communication to the details given by the Buyer. 8.4 The Seller reserves the right to deliver the Supplies by any other means where necessary. 8.5 The Seller shall not be liable for abuse of electronic or digital communications by third parties or for alterations or corruption in transmission and the Buyer acknowledges that such communications may not be secure.
9. EXCLUSION OF LIABILITY AND WARRANTY 9.1 The Buyer shall not rely upon any representation concerning the Supplies unless made by the Seller in in the pre- Contract documents, save that liability for fraudulent misrepresentation of either party is not excluded. 9.2 If the Seller fails to provide the Supplies in compliance with the Contract or they are proven defective by reason of the Seller’s default, its liability shall be limited to their repair or replacement or, if this is not possible, to refunding any monies paid in respect of the faulty Goods and/or Services. Without limiting the foregoing, the Seller shall not be liable for any of the following types of loss: loss of anticipated profits or savings, loss of profits or any special, incidental, indirect or consequential losses or damages (including, without limitation, loss of value of any Goods packaged by the Seller on behalf of the Buyer, loss of data, loss of use, loss of revenue, loss of goodwill, loss of business or sales, business interruption, management costs or any third party liability). 9.3 Liability for death or personal injury caused by the negligence of the Seller, its servants, or agents (and any other loss that cannot legally be limited or excluded) is not hereby purported to be excluded. 9.4 No statutory or other warranty, condition or representation of any kind whatsoever (including without limitation any relating to satisfactory quality, suitability or fitness for any purpose of the Buyer) is given or to be implied. The only warranties, conditions or representations made are those expressly stated to be such and contained within the pre-Contract documents. 9.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods due to artwork or materials supplied by the Buyer. 9.6 Where the Goods are intended for use in connection with food, drug or substances of a volatile or delicate nature it is the responsibility of the Buyer to ensure that the Goods will not adversely affect any such food, drug or other substance. The Seller shall not be liable to the Buyer for any claim alleging that any such food, drug or other substance has been adversely affected and the Buyer hereby indemnifies the Seller from and against all liabilities from third parties in respect of any claim that any such food, drug or other substance has been affected and caused the third party loss or damage (and the Buyer waives any rights it may have to bring a claim against the Seller if the Goods affect food, drugs or any other substance). 9.7 This clause 9 shall survive termination of the Contract.
10. TERMINATION OF CONTRACT 10.1 The Seller shall be entitled to terminate the Contract forthwith by notice in writing to the Buyer if: 10.1.1 the Buyer fails to pay to the Seller any sum when due; or 10.1.2 the Buyer fails to remedy any breach or non- performance within fourteen days of notice from the Seller to do so; or 10.1.3 the Buyer is, or is deemed to be insolvent or steps are taken to: (a) propose any composition, scheme or arrangement involving the Buyer and its creditors; (b) obtain an administration order or appoint any administrator, liquidator or other receiver or manager of the Buyer or any of its property or otherwise enforce any security over the Buyer’s property, or repossess its assets; (c) file a petition in bankruptcy (in the case of an individual) or to wind up or dissolve the Buyer (in the case of a company), or sequestrate its estate; (d) the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (e) the Buyer’s financial position deteriorates to such an extent that in the Seller’s reasonable opinion the Buyer’s capability to adequately perform its duties under the Contract has been placed in jeopardy; or anything corresponding to any of the above occurs in a jurisdiction other than England. 10.2 If the Contract is terminated, the Seller (without prejudice to its other rights but subject to any relevant mandatory laws) may do any of the following: 10.2.1 declare immediately payable (and so interest-bearing under clause 4) any sums owed by the Buyer and proceed against the Buyer for the same and/or damages, and appropriate any payment by the Buyer as the Seller thinks fit (notwithstanding any purported appropriation by the Buyer) and invoice any work (partially) completed but not yet delivered; 10.2.2 suspend further performance of any Contract and/or any credit granted to the Buyer on any account (and the time for delivery by the Seller shall be extended by the period of such suspension); 10.2.3 take possession of and deal with (including the sale of) any materials and other assets of the Buyer held by or on behalf of the Seller and apply any proceeds of sale in payment of any sums owing under or damages arising in connection with any Contract including any interest and costs arising thereon. Without limitation to the generality of the foregoing the Seller may retain any original or copy artwork, films, tapes, discs and other materials of the Buyer and produce duplicates of and from the same (whether in whole or in part) for resale at such price as the Seller shall in its discretion determine and in such quantities so as to realise sufficient funds to compensate the Seller for all loss and damage suffered by it (including interest and costs thereon) by reason of the Buyer’s breach and the Buyer hereby grants the Seller an irrevocable, non-exclusive, royalty-free licence to copy, use, produce, sell and distribute such works and materials and shall indemnify the Seller against any claim loss damage cost or expense suffered by it as a result of any such actions being in breach of the Buyer’s or a third party’s rights or entitlements. 10.2.4 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, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11. LICENCES AND COPYRIGHT CLEARANCES 11.1 The Buyer shall obtain in writing in good time and hereby warrants that it has so obtained any and all necessary licences, permits, consents or approvals for the import/export, copying, use, production, reproduction, distribution or sale of the Goods or the provision of the Services (including without limitation all necessary copyright, design right, registered design, trade mark, patents and other applicable intellectual property right consents, clearances, licences or approvals and any necessary waivers of moral rights) and will indemnify the Seller and keep it fully and effectively indemnified on demand against any cost, claim, liability or expense the Seller incurs as a result of any failure or delay to do so. 11.2.1 The Seller may: (a) obtain from the Buyer or any other person, and/or (b) require the Buyer to obtain from any other person such confirmations, consents and approvals as may be necessary for the Seller to meet any obligations under the Mechanical Copyright Protection Society’s (the “MCPS”) Code of Practice for Manufacturers of Discs, CDs and Tapes (the “Code”). 11.2.2 The Seller shall not be liable to perform all or any part of the Contract if it considers such action would or might be in breach of the Code. 11.2.3 If the Seller so requests, the Buyer shall further apply to be included on one of the two approved licensee lists, AP1 or AP2, of, or to take a specific licence to cover the particular Goods and/or Services from, the MCPS (or overseas equivalent). 11.2.4 The Seller may (without incurring liability) withhold performance of the Contract until such consents or approvals are provided and/or such registration or specific licence is complete and shall be entitled to further time for performance in the event of delay. 11.3 The Seller may at any time refuse to produce any Goods or provide any Services which it reasonably considers may be illegal or defamatory or might infringe any third party’s rights or create any criminal or civil liability or otherwise bring the Seller into disrepute. 11.4 If any claim is made or action brought against the Seller because an aspect of Supplies which is supplied on the basis of the Buyer’s specification or the Order infringes any copyright or licence (or similar right of a third party) (and whether settled, litigated, discontinued or otherwise dealt with by the Seller) and the Seller thereby incurs any cost, loss, liability or penalty of any kind the Buyer shall upon demand pay to the Seller on a full indemnity basis the full amount of such cost, loss, liability, expense or penalty, deduction, withholding, set-off, counterclaim or cross demand (whether in respect of the Contract or any related contract). 11.5 The Buyer agrees that the Seller may include the Supplies, the Contract and the Buyer’s name and marks in its promotional material.
12. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 12.1 The Seller retains ownership of all inventions, designs, copyrights and processes relevant to the Supplies and not provided by the Buyer. Copyright exists in all documents, designs, programs, or other material issued by or on behalf of the Seller, which the Buyer shall keep confidential and not disclose or use the same (other than for the particular purpose for which it was disclosed) for its or another’s benefit without the Seller’s prior written consent. 12.2 All film negatives and positives, discs, electronic files, sketches, samples and original designs of any kind, molds, tapes, designs and other materials created or acquired for the performance of a Contract shall remain the exclusive property of the Seller including any items subject to an extra charge. The Seller shall not be obliged to preserve any of the same unless expressly agreed in the Seller’s confirmation of Order and the cost of storage of which shall be an extra charge unless otherwise stated in such confirmation to be included within the price.
13. BUYER’S MATERIALS AND OTHER ITEMS 13.1 The Seller may reject any materials and other items supplied or specified by the Buyer but acceptance of them shall not constitute a warranty by the Seller that they are suitable or comply with the Contract. 13.2 The Seller shall not be liable for any defect, wastage or other loss whatsoever arising from materials, or other items, specified or supplied by the Buyer which shall be held and used at the Buyer’s risk. Quantities of materials or other items supplied by the Buyer shall allow for normal spoilage. 13.3 The Seller shall not be responsible for any loss, damage, cost or expense arising from any mistake, defect or inaccuracy in any artwork, tapes, films, discs, electronic files, or other materials or items specified or supplied by the Buyer. Any loss, damage, cost or expense arising therefrom or from the Seller’s reproduction of such mistakes, defects or inaccuracies shall be for the sole account of the Buyer who shall indemnify the Seller accordingly. 13.4 The Seller’s liability for discs, tapes, films, artwork, electronic files and other materials or items specified or provided to the Seller or otherwise held by the Seller on behalf of the Buyer shall be limited to the basic raw material cost of the media and not any production, artistic, aesthetic or rarity cost or value in the material. 13.5 Prior to their delivery to the Seller, the Buyer shall notify the Seller of the nature of any materials or other items to be held by the Seller on the Buyer’s behalf, shall provide adequate warnings and instructions where such materials or goods are or may be hazardous to safety and shall ensure that they comply with any requirements or descriptions in the Contract or pre- Contract documents. 13.6 The Buyer shall indemnify the Seller for any loss, damage or claim which arises from or relates to such materials or goods (as specified in clause 13.5) whilst in the Seller’s possession and which could not have been prevented by the Seller acting in accordance with the Buyer’s reasonable written instructions (provided such instructions are actually given but if they are not, then will not operate to limit the Buyer’s liability) and which was not caused by the negligence or willful default of the Seller or its employees.
14. PROOFS AND SAMPLES 14.1 The Seller may submit proofs for the Buyer’s approval and shall not be liable for any error not corrected by the Buyer. The Buyer’s corrections (including alterations in style, composition and layout) and the cost of additional proofs in relation thereto shall be an extra charge. 14.2 Every effort will be made to ensure that the Supplies comply substantially with any samples previously supplied but the Seller shall not be liable if they do not comply save in circumstances where there is a material non-compliance but subject always to the provisions of clause 9 of these Conditions. 14.3 Any drawings, descriptive matter or advertising issued by the Buyer and any illustrations or descriptions of the Supplies contained in the Buyer’s catalogues, websites or brochures are issued or published for the sole purpose of giving an approximate idea of the Supplies described in them. They shall not form part of the Contract or have any contractual force.
15. BUYER’S OBLIGATIONS 15.1 To the extent not already provided for in the Contract, the Buyer shall: (a) ensure that the terms of the Order and any information it provides as a specification are complete and accurate; (b) co-operate with the Seller in all matters relating to the Supplies; (c) provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s facilities, materials and information as is reasonably required by the Seller to provide the Supplies; (d) comply with all applicable laws, including health and safety laws; and (e) keep all materials, equipment, documents and other property of the Seller at the Buyer’s premises in safe custody at its own risk, and maintain such materials in good condition until returned to the Seller, and not dispose of or use such materials other than in accordance with the Seller’s written instructions or authorisation. 15.2 To the extent that such rights do not appear elsewhere in the Contract (or elsewhere), and in addition to and without prejudice to those rights, if the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (“Buyer Default”): (a) the Seller shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations; (b) the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 15.1; and (c) the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
16. DATA PROTECTION 16.1 Both parties will comply with all applicable requirements of Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, Personal Data will be exchanged between the parties but they will have a ‘legitimate interest’ in doing so as the Data Subjects will only be employees (or similar) from each of the Buyer and Seller and only their name and contact details will be exchanged in furtherance of the commercial arrangement between the two parties. 16.2 In the event that additional Personal Data is exchanged between the parties, they will negotiate in good faith to add additional terms to this Contract to ensure Data Protection Legislation is complied with.
17. FORCE MAJEURE The Seller shall not be liable for any failure to perform any or all of its obligations under the Contract by reason of any cause whatsoever beyond its control. In such circumstances, either party may terminate the Contract whereupon the Buyer shall pay a sum equal to the costs to the Seller to date of performing the Contract and the Seller shall repay any sums paid for undelivered Goods or unperformed Services, less such costs.
18. WAIVER AND ASSIGNMENT 18.1 The Seller may at any time assign, charge, subcontract, delegate, declare a trust over or deal in any other matter with any or all of its rights and obligations under the Contract, but the Buyer may only assign, transfer, charge, subcontract or otherwise deal with its rights with the prior written consent of the Seller. 18.2 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 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.
19. NOTICES AND COMMUNICATIONS 19.1 All notices or other communications under a Contract shall be in writing in English and addressed to the addressee’s registered office or address stated in the Order (or other address notified to the other party) or email address and shall be sent by hand (and thereby be deemed served when properly left at such address) or by first class pre-paid post (and thereby be deemed served 48 hours after posting) or by email (and thereby be deemed served when sent, but if this is not between 9AM - 5PM Monday to Friday on a day that is not a bank holiday, it will be deemed to be sent on the next working day at 9AM). 19.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20. NO PARTNERSHIP 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.
21. APPLICABLE LAW The Contract and any dispute or claim (including non-contractual disputes or claims) shall be governed and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England provided that (and without prejudice thereto) the Seller shall be entitled to apply for any provision of conservatory measures or interim relief in any other court having jurisdiction.
22. THIRD PARTY RIGHTS No person who is not a party to the Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
23. SEVERANCE 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.
24. ENTIRE AGREEMENT 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.