Terms and Conditions – Supply of Goods and Services

Date: 1 June 2026

1. INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

1.1 DEFINITIONS

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

“Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.

“Commencement Date” has the meaning given in clause 2.2.

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 17.8.

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

“control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.

“Customer” means the person or firm who purchases the Goods or Services or Goods and Services from the Supplier.

“Deliverables” means the deliverables set out in the Order produced by the Supplier for the Customer.

“Delivery Location” has the meaning given in clause 4.2.

“EXW” means Ex Works in accordance with the Incoterms 2020.

“Force Majeure Event” means an event, circumstance or cause beyond a party’s reasonable control.

“Goods” means the goods (or any part of them) set out in the Order.

“Goods Specification” means any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

“Incoterms 2020” means the international standardised set of trade terms published by the International Chamber of Commerce.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

“Losses” means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

“Order” means the Customer’s order for the supply of Goods or Services or Goods and Services, or acceptance of an Offer as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

“Services” means the services, including any Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

“Service Specification” means the description or specification for the Services provided in writing by the Supplier to the Customer.

“Supplier” means Castlet Ltd registered in England and Wales with company number 03729745.

“Supplier Materials” has the meaning given in clause 8.1.7.

“Warranty Period” has the meaning given in clause 5.1.

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its personal representatives, successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted.  A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written excludes fax but not email.

2. BASIS OF CONTRACT

2.1. A quotation given by the Supplier shall constitute an offer to the Customer, and is only valid for a period of 30 Business Days from its date of issue (Offer).

2.2 The Customers acceptance of an Offer or placing of an Order by the Customer, constitutes their acceptance to purchase Goods or Services or Goods and Services from the Supplier in accordance with these Conditions, at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them.  They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.

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

2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. SUPPLY OF GOODS

3.1 The Goods are described in the Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier in accordance with clause 12.  This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Goods shall be delivered basis EXW (Incoterms 2020).

Delivery of the Goods is completed on the Supplier notifying the Customer that the Goods are available for loading at the Delivery Location.

4.3 The Customer shall collect the Goods from the Supplier’s premises at the address indicated on the Order or such other location as the parties may agree before delivery (Delivery Location) within seven Business Days of the Supplier notifying the Customer that the Goods are ready.

4.4 Where the Customer collects the Goods in accordance with clause 4.3, the Customer is deemed to have accepted the Goods within 48 hours of collection.

4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate instructions that are relevant to the supply of the Goods.

4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.7 If the Customer fails to take delivery of the Goods within seven Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

4.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the seven Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

4.7.2 the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods.

4.9 The Supplier 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 the Customer to cancel any other instalment.

5. QUALITY OF GOODS

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

5.1.1 conform in all material respects with the Goods Specification;

5.1.2 be free from material defects in design, material and workmanship; and

5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

5.1.4 be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, if:

5.2.1 during the Warranty Period, the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

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

5.3.3 the defect arises as a result of the Supplier following any drawing, design or specification supplied by or on behalf of the Customer;

5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;

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

5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods 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.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s 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 the Supplier’s behalf from the date of delivery;

6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1.1 to clause 13.1.3; and

6.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(a) the Goods; and
(b) the Customer’s ongoing financial position.

6.4 At any time before title to the Goods passes to the Customer, the Supplier may:

6.4.1 require the Customer to deliver up all Goods in its possession and control that have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, to recover them. The Customer shall procure entry to any such third party’s premises if requested to do so by the Supplier.

7. SUPPLY OF SERVICES

7.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service 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 The Supplier reserves the right to amend the Service Specification 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 Supplier shall notify the Customer in any such event.

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

8. CUSTOMER’S OBLIGATIONS

8.1 The Customer shall:

8.1.1 ensure that the terms of the Order and any information it provides in either or both the Service Specification and the Goods Specification are complete and accurate;

8.1.2 co-operate with the Supplier in all matters relating to the Services;

8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

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

8.1.5 prepare the Customer’s premises for the supply of the Services;

8.1.6 obtain and at all times maintain all necessary licences, permissions and consents that may be required for the Services before the date on which the Services are to start;
comply with all applicable laws, including health and safety laws;

8.1.7 keep all materials, equipment and tools, documents, data and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

8.1.8 comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.

8.2 Product Recall

The Customer undertakes to establish and maintain in its possession for a period of not less than ten years, reasonable records of its dealings in the Goods and if requested to do so by the Supplier, shall provide every reasonable assistance required of it by the Supplier for the purpose of implementing any product recall procedures for the Goods of the Supplier (whether or not the Supplier is under any obligation to do so).

8.3 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

8.3.1 without limiting or affecting any other right or remedy available to it, the Supplier may suspend performance of the Services until the Customer remedies the Customer Default, and 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;

8.3.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.3; and

8.3.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. CHARGES AND PAYMENT

9.1 The price for the Goods:

9.1.1 is the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the date of the Order;

9.1.2 excludes the costs of packaging unless explicitly stated in the Supplier’s order acknowledgment documentation; and

9.1.3 excludes the costs of loading, insurance and transport of the Goods, which shall be the Customer’s responsibility in accordance with the delivery term, EXW (Incoterms 2020).

9.2 The charges for the Services shall be calculated on a time and materials basis and charged as set out in the Offer and/or Order.

9.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

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

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

(c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services, unless otherwise agreed.

9.5 The Customer shall pay each invoice submitted by the Supplier:

9.5.1 to the terms set out on the invoice; and

9.5.2 in full and in cleared funds to a bank account nominated in writing by the Supplier,
and time for payment shall be of the essence of the Contract.

9.6 All amounts payable by the Customer 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 the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services or both, as applicable, at the same time as payment is due for the supply of the Goods or Services.

9.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue each day at 8% a year above the Barclay Bank plc base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. INTELLECTUAL PROPERTY RIGHTS

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable and non-sublicensable licence of all such Intellectual Property Rights in the Deliverables as may be required for the purpose of but only to the extent necessary to receive the full benefit of the Services and the Deliverables in its business. The licence granted pursuant to this clause 10.2 excludes the use of any Intellectual Property Rights for adapting, modifying, amending, reverse engineering, or reinstating any Deliverables or any other assets otherwise than to the extent provided for within the Services.

10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

11. LIMITATION OF LIABILITY

11.1 The limits and exclusions in this clause 11 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

11.3 Nothing in the Contract limits any liability for:

11.3.1 death or personal injury caused by negligence;

11.3.2 fraud or fraudulent misrepresentation;

11.3.3 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);

11.3.4 defective products under the Consumer Protection Act 1987;

11.3.5 any liability that legally cannot be limited; or

11.3.6 the Customer’s payment obligations under the Contract.

11.4 Subject to clause 11.3, the Supplier’s total liability to the Customer shall not exceed the total price paid for the Goods or the Services (whichever is applicable) under the Contract.

11.5 Subject to clause 11.3, the following types of loss are wholly excluded:

11.5.1 loss of profits (including loss of anticipated savings);

11.5.2 loss of sales or business;

11.5.3 loss of agreements or contracts;

11.5.4 loss of use or corruption of software, data or information;

11.5.5 loss of or damage to goodwill; and

11.5.6 indirect or consequential loss.

11.6 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.7 This clause 11 shall survive termination of the Contract.

12. INDEMNITY

12.1 The Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim by a third party:
(a) that actually or allegedly infringes the Intellectual Property Rights of any third party where Goods are supplied by the Supplier to the Customers specification in accordance with clause 3; or
(b) arising out of or in connection with the Customer or its end-client modifying, altering or otherwise making changes to the Goods.

12.2 The indemnities in clause 12.1 apply whether or not the Customer has been negligent or at fault.

12.3 If the Customer does not assume control over the defence of a claim promptly following receipt of notice, the Supplier may defend the Claim in any way it deems appropriate at the Customers expense.

13. TERMINATION

13.1 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:

13.1.1 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.1.1;

13.1.2 the other party suspends or ceases, or threatens to suspend or cease carrying on business; or

13.1.3 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

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

13.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or

13.2.2 there is a change of control of the Customer.

13.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1.1 to clause 13.1.3, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14. CONSEQUENCES OF TERMINATION

14.1 On termination or expiry of the Contract, the Customer shall:

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

14.1.2 return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and shall not use them for any purpose not connected with the Contract.

14.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies, that have accrued as at 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 or expiry.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15. CONFIDENTIALITY

15.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.2.

15.2 Each party may disclose the other party’s confidential information:

15.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and

15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. FORCE MAJEURE

16.1 Force Majeure Event means any circumstance not within a party’s reasonable control including but not limited to:
(a) acts of God, floor, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of a building, fire, explosion or accident;
(g) non-performance by suppliers or sub-contractors (other than by Affiliates of the party seeking to rely on this clause); and
(h) interruption or failure of utility service.

16.2 A party (Affected Party) shall not be liable for any failure or delay in performing any of its obligations under this Contract for so long as, and to the extent that, its performance is prevented, hindered or delayed by a Force Majeure Event.

16.3 For so long as the Affected Party’s liability in relation to any of its obligations is suspended under Clause 16.2, the other party shall not be liable for any failure or delay in performing its corresponding obligations.

16.4 The Affected Party shall promptly notify the other party in writing of the start of a Force Majeure Event and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

16.5 The Affected Party shall keep the other party informed of its endeavours under Clause 16.4 and their outcome promptly on request.

16.6 If the Affected Party has not resumed full performance of any obligations suspended under clause 16.2 within 90 days after giving notice of the start of the Force Majeure Event, the other party may terminate this agreement by giving not less than seven days’ written notice to the Affected Party.

17. GENERAL

17.1 Assignment and other dealings

17.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

17.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.2 Notices.

17.2.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the addresses contained in the Order (or an address substituted in writing by the party to be served).
17.2.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

17.2.3 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.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver.

17.4.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.4.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it 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 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.

17.6 Entire agreement.

17.6.1 The Contract constitutes the entire agreement between the parties.

17.6.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

17.7 Third party rights.

17.7.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.9 Arbitration. Any dispute, controversy or claim arising out of or relating to this Contract, including any question regarding its breach, existence, validity or termination, or the legal relationships established by this agreement, or any non-contractual claims (whether in tort or otherwise), shall be referred to and finally determined by arbitration under the UNCITRAL Arbitration Rules in force at the date of this Contract.
The parties agree that the tribunal shall consist of one arbitrator and in default of agreement on the arbitrator to be appointed, the appointing authority shall be the London Court of International Arbitration (LCIA). The seat of arbitration shall be London. The law governing the arbitration shall be English law and the language of the arbitration shall be English.

17.10 Governing law. 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 or formation shall be governed by and construed in accordance with the law of England and Wales.