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Terms & Conditions of Business
| 1. | Definitions |
|---|---|
| In these Conditions: | |
| 'Customer' means the party with whom the Company contracts: | |
| 'Contract' means the contract made between the Company and the Customer for supply of the Goods and/or Services which is subject to these Conditions: | |
| 'Goods' means all or any of the goods works and materials to be supplied by the Company: | |
| 'Services' means any services to be performed by the Company or any facilities and/or resources made available by the Company to the Customer: | |
| 'Acts of Insolvency' means any one or more of the following namely the passing of a resolution or the presentation of a petition for winding up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of the Customer's undertaking and assets, the making of a proposal for a voluntary arrangement within the Insolvency Act 1986 or of a proposal for any other composition scheme or arrangement with or the calling by the Customer of any meeting of its creditors generally, the levying of execution or distress or diligence on any of its assets, the failure to pay its proper debts as and when due and anything analogous to any of the foregoing under the law of the jurisdiction where the Customer is established. | |
| 2. | Basis of Contract |
| Any quotation shall remain open for a maximum of 30 days from its date. Where Goods are quoted for supply from stock they are quoted subject to being unsold when the Customer's order is accepted. | |
| 2.2 | All quotations given and all Contracts made shall be subject to these Conditions. These Conditions shall override the contrary, different or additional conditions (if any) put forward by or on behalf of the Customer in or on its order or otherwise. |
| 2.3 | The placing by the Customer of any order shall constitute an offer by the Customer. No Contract shall come into existence unless the Company accepts the Customer's order in writing. |
| 2.4 | No alteration to these Conditions shall be effective unless expressly agreed to in writing by a director of the Company. |
| 3. | Information, Samples and Materials Supplied. |
| 3.1 | The Customer shall be responsible to the Company for ensuring the accuracy, clarity, legibility and sufficiency of its order (including of any applicable specifications and/or sample). The Company shall be entitled to charge the Customer for all costs (and a reasonable element of profit) incurred by it where: |
| 3.1.1 | variations to goods and/or services are requested by the Customer and accepted by the Company (including but not limited to when style, type or layout is left to the Company's judgement and the Customer wishes to make changes therefrom). |
| 3.1.2 | additional work is caused by or in connection with an unclear or illegible copy supplied by the Customer or when such copy differs from that supplied at time of quotation. |
| 3.2 | Where samples are to be supplied or proofs submitted by the Company, the Customer shall as soon as reasonably practicable after receipt of the same notify the Company in writing that the samples or proofs are in all respects satisfactory or of any respect in which the samples or proofs are not satisfactory. In default of such notification the Company shall be entitled but not bound to proceed in the manufacture of the remainder of the Contract. |
| 3.3 | The Company may reject any materials of whatever nature supplied or specified by the Customer for use in the contract which appear to the Company to be unsuitable. The Customer shall indemnify the Company for any costs and/or expenses incurred by the Company as a result of or in connection with the use of such materials. |
| 3.4 | Where the Customer supplies any materials, the quantities supplied shall be adequate to cover normal spoilage. Where no specification of the materials to be used has been defined, the materials to be used shall be at the Company's sole discretion. |
| 3.5 | Any materials owned and/or used by the Company in the production of any Goods and/or provision of any Services shall remain the Company's exclusive property unless specifically agree and/or otherwise indicated. |
| 3.6 | Except in the case of a Customer who is not contracting in the course of a business nor holding himself out as doing so, Customer's property and all property supplied to the Company by or on behalf of the Customer shall while it is in the possession of the Company or in transit to or from the Customer be deemed to be at the Customer's risk unless otherwise agreed and the Customer should insure accordingly. |
| 3.7 | The Company shall be entitled to make a reasonable charge for storage of any Customer's property left with the Company before receipt of the order. |
| 4. | Delivery |
| 4.1 | Whilst the Company will endeavour to deliver the Goods and/or perform the Services by the time quoted, the time quote by the Company for delivery of all or any of the Goods and/or performance of all or any of the Services is an estimate only and time shall not be of the essence. The Company shall not be liable for any failure to meet any such estimate, nor for any loss, of whatsoever nature resulting directly or indirectly therefrom; nor will any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 180 days. |
| 4.2 | The Company reserves the right to deliver all or any of the Goods and/or the Services in advance of the estimated date. |
| 4.3 | In the absence of agreement to the contrary delivery of the Goods shall be made by the Customer collecting the Goods at the Company's premises as soon as practicable following notification from the Company that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. |
| 4.4 | The Company reserves the right to deliver by instalments and each delivery shall constitute a separate Contract and the Customer shall make payment therefore within the period specified in Condition 7. Failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to refuse to accept delivery of any other instalments nor shall it in any way affect the Customer's liabilities with regard to those instalments. |
| 4.5 | If the Customer fails to take delivery of or collect the Goods or fails to give the Company adequate delivery instructions after notification by the Company that the Goods are ready: |
| 4.5.1 | risk in the Goods will pass to the Customer; |
| 4.5.2 | the Goods will be deemed to have been delivered; |
| 4.5.3 | the Company may store the Goods (on its own or any third party's premises) and charge the Customer for its reasonable costs (including without limitation VAT, costs of storage, carriage and insurance); and/or |
| 4.5.4 | sell the Goods at any time and after deducting all costs and expenses account to the Customer for any excess over the price already paid under the Contract or charge the Customer for any shortfall between the Contract price and such costs and expenses. |
| 4.6 | Damage Shortage or Loss. |
| 4.6.1 | Notification of short delivery (measured by weight or number) or damage in transit must be made in writing to the Company within 5 working days of the receipt of the Goods. |
| 4.6.2 | Notification of non-delivery must be made in writing to the Company within 14 days after the date of the Company's invoice. |
| 4.6.3 | Any claim in respect of the circumstances covered in Conditions 4.6.1 and 4.6.2 must be made in writing to the Company |
| 4.6.3.1 | within 14 days of receipt of the Goods for claims under Condition 4.6.1 |
| 4.6.3.2 | within 28 days after the date of the Company's invoice for claims under Condition 4.6.2 |
| 4.6.4 | The Company shall at its option either made good the whole or part of the price (and where relevant, as a deduction from any part of the price remaining unpaid) or by repair or replacement any such non-delivery short delivery delay or damage notified as aforesaid and save as provided in this Condition 4.6.4 shall not be liable for any such non-delivery short delivery or damage in transit for any loss, financial or otherwise resulting directly or indirectly therefrom. In no event shall the Company be liable to the Customer in connection with any damage or loss in transit, where delivery takes place at the Company's premises. |
| 4.7 | All returnable containers and packing materials will be charged for, but credit will be given if these are returned in condition satisfactory to the Company to the Company's works carriage paid within 30 days following delivery of the relevant Goods. |
| 5. | Description |
| 5.1 | All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of weight and dimensions supplied by the Company are approximate only and the Company reserves the right without notice to the Customer to make alterations thereto and to supply the Goods so altered in performance of the Contract provided that such alterations do not materially affect the characteristics of the Goods. |
| 6. | Cancellation and Suspension. |
| 6.1 | Subject to Conditions 4.1, 6.2 and 7.2, following acceptance by the Company of the Customer's order no cancellation and/or suspension, either in whole or in part, may be made by the Customer other than with the prior written consent of a director of the Company and upon terms that the Customer shall indemnify the Company in full against all loss (including without limitation loss of profit), increased production costs, damages, costs expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with the cancellation and/or suspension. |
| 6.2 | If the Customer is an individual acting outside of the course of your business, it may return any Goods purchased within 7 working days of delivery for any reason. To do so the Customer must notify the Company in writing or other durable medium (including email) within those 7 working days. The Customer will then be entitled to a refund from the Company, which will be paid as soon as possible, but in any event within 30 days. The Customer must arrange for and pay the costs of returning the Goods to the Company. On request, the Company will collect the Goods from the Customer, but the cost of this will be charged to the Customer and the Company may deduct this from the refund. While in the Customer's possession, the Customer must keep the Goods it intends to return to the Company in good condition. |
| 6.3 | Should work be suspended at the request of or delayed through any default of the Customer for a period of 30 days or more the Company shall then be entitled to payment for work already carried out, and to payment of any sums payable by the Customer under Condition 6.1 |
| 7. | Price |
| 7.1 | Subject to prior written agreement to the contrary, the Company shall be entitled to invoice the Customer for the price of the Goods or Services on or at any time after the Company has notified the Customer that the Goods are ready for collection or that the Services are ready to be supplied, or the Company has tendered delivery of the Goods or supplied the Services. |
| 7.2 | Any price quoted by the Company is based upon costs current as at the date of quotation. Unless it is stated to be a fixed price, the price charged to the Customer under the Contract may be changed to take account of any increase in costs (except as indicated below). The Company shall notify the Customer of any increase or anticipated increase of more than 10% in the price providing such details as the Customer may reasonably require. In such circumstance the Customer shall be entitled to terminate the Contract in whole or in part by notifying the Company in writing within 5 working days of its receipt of the aforesaid notice whereupon all work upon the Contract shall cease; and the Customer shall pay the Company fair and reasonable compensation for work-in-progress at the time of termination, including compensation for loss of anticipated profits. |
| 7.3 | If Goods are ordered from the Company's standard current price list then the price paid shall be that ruling at the date of delivery less any discount agreed in writing between the Company and the Customer. |
| 7.4 | Unless otherwise expressly stated in writing, all prices are exclusive of VAT which shall be charged where appropriate at the rate prevailing at the relevant tax point. |
| 7.5 | The Customer shall make payment in full within 30 days of the date of the relevant invoice unless otherwise agreed notwithstanding that the delivery may not have taken place and the property in the Goods may not have passed to the Customer. Interest at the annual rate of 3% over the base rate of the HSBC Bank plc will be charged at the rate prevailing on the due date on all monies outstanding after the due date until the actual date of payment (both before and after judgement), and any cash discount will not be allowed to the Customer. |
| 7.6 | Where payment is agreed to be made by instalments, any delay or default by the Customer in making payments in respect of any one instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with Condition 7.4 with immediate effect until the date of actual payment. |
| 7.7 | The Company may appropriate any payment made by the Customer to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Company and the Customer) as the Company may think fit (notwithstanding any purported appropriation by the Customer). |
| 8. | Risk and Title |
| 8.1 | Risk in the Goods shall pass to the Customer immediately on delivery notwithstanding that the property in the Goods may not have passed to the Customer. |
| 8.2 | Notwithstanding delivery and the passing of risk, legal and beneficial title to the Goods shall remain in the name of the Company until the Company has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other Goods and/or Services supplied by the Company to the Customer under any other Contract whatsoever. |
| 8.3 | Until property in and title to the Goods passes to the Customer: |
| 8.3.1 | the Customer shall keep the Goods properly stored, protected and insured and separate from all or any other Goods whether belonging to the Company the Customer or any third party; |
| 8.3.2 | the Company shall be entitled at any time forthwith to revoke the Customer's power to deal with the Goods and it shall automatically cease if the Customer suffers an Act of Insolvency; and |
| 8.3.3 | the Customer shall not make any modification to the Goods or their packaging or alter remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods. |
| 8.4 | Upon termination of the Customer's power to deal with the Goods, the Customer shall place the Goods at the disposal of the Company, and the Company and its servants and agents are hereby irrevocably authorised without the need for consent of any third party but using only such force as may be necessary, to enter upon any premises of the Customer or any third party for the purpose of removing the Goods. |
| 9. | Termination and Suspension. |
| Without prejudice to any rights and remedies available to it, the Company shall be entitled, forthwith on written notice to the Customer either to terminate the Contract wholly or in part and/or any other Contract with the Customer or to withhold performance of all or any of its obligations under the Contract and/or any other Contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to the Company shall become immediately due and payable) if: | |
| any sum owing to the Company from the Customer on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any such sum on all and any property of the Customer in its possession; | |
| the Customer suffers and Act of Insolvency; | |
| the Customer shall commit any breach of any Contract (including without limitation the Contract) with the Company. In the event of a suspension of performance the Company shall be entitled, as a condition of resuming performance, to require pre-payment, or such security as it may require. | |
| 10. | Warranty |
| 10.1 | The Company shall: |
| 10.1.1 | make good at its option by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or by repair or by replacement; |
| 10.1.1.1 | subject to Condition 5 any failure by the Goods to correspond with their specification at the time of delivery; |
| 10.1.1.2 | any defect developing under normal use in the Goods and due solely to fault design (except where the design is supplied by or on behalf of the Customer) materials and/or workmanship (except where materials are supplied by the Customer); |
| 10.1.2 | make good by reimbursement of the price or by reperformance of the Services, any defect or error in the Services; |
| provided that: | |
| 10.1.3 | any failure to meet specification is notified in writing to the Company within 14 days from the date of delivery or (where the failure was not apparent on reasonable inspection) within a reasonable time after discovery of the failure and in any event such failure must be notified within 30 days after delivery; |
| 10.1.4 | any such defect in design materials workmanship shall have appeared within 90 days after delivery and shall have been thereupon notified to the Company in writing forthwith; |
| 10.1.5 | any such error or defect in the Services shall have been notified to the Company within 7 days after the Services have been completed; |
| 10.1.6 | the Company shall be under no liability in respect of any defect in the Goods arising from any materials, drawings, design or specification supplied by the Customer; |
| 10.1.7 | the Company shall be under no liability in respect of any defect arising from fair wear and tear, or other acts of the Customer including without limitation wilful damage, negligence, lack of proper maintenance or servicing, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval; |
| 10.1.8 | any goods alleged to be defective are promptly made available to the Company for inspection and, if so required by the Company, are promptly returned at the Customer's risk and expense to a place decided by the Company for inspection; |
| 10.1.9 | the above warranty does not extend to parts, materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company and can be transferred. |
| 10.2 | Provided that: |
| 10.2.1 | where the Customer is a natural person and if to the extent that s.2(1) of the Unfair Contract Terms Act 1997 applies to the Contract, nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict liability of the Company for death or personal injury caused to the Customer by reason of the negligence of the Company or of its employees or agents; |
| 10.2.2 | where the Customer is dealing as a consumer in relation to the Company, nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for breach of the statutory conditions implied in favour of the Customer by the Sales of Goods Act 1979; |
| 10.2.3 | if and to the extent that s.6 and/or 7(3A) of the Unfair Contract Terms Act 1997 applies to the Contract, no provision of these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for breach of the applicable warranties as to title implied into the Contract by s.12(3) of the Sales of Goods Act 1979 or s.2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract; |
| 10.2.4 | to exclude liability for fraudulent misrepresentation. |
| THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVSIONS OF CONDITIONS 10.3 AND 10.4 | |
| 10.3 | Notwithstanding anything contained in these Conditions (other than Condition 10.2), the Company's total liability to the Customer in respect of any order, in contract, tort (including without limitation negligence and/or breach of statutory duty) misrepresentation or otherwise, for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company its servants or agents, shall be limited to the Contract Price or £5,000, whichever is the lesser. |
| 10.4 | Notwithstanding anything contained in these Conditions (other than Condition 10.2), in no circumstances shall the Company be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty: |
| 10.4.1 | for any loss of profits, loss of business or depletion of goodwill, |
| 10.4.2 | for increased production costs or |
| 10.4.3 | for any indirect or consequential (including economics) loss of any kind. |
| 10.5 | The Customer shall keep the Company fully indemnified from any and all legal liability to third parties including, but not limited to, any and all claims, proceedings, demands, costs and expenses arising or to arise; |
| a. out of or in any way connected with the performance of this Contract by the Company; | |
| b. arising from any breach by the Customer of any warranty in these Conditions; | |
| c. arising from the negligence of the Customer; | |
| PROVIDED THAT (in relation to Conditions 10.4 and 10.5) all claims and suits arising hereunder shall be dealt with by the Customer; and | |
| PROVIDED ALSO THAT the Company shall notify the Customer of any claims or suits without undue delay and shall furnish such assistance as the Customer shall reasonably require. | |
| 10.6 | The Customer and the Company agree that the Conditions contained in this Contract satisfy the "reasonableness test" as set out in Clause 11 of the Unfair Contract Terms Act 1997. |
| 11. | Health and Safety |
| 11.1 | For the purposes of Section 698) of the Health and Safety at Work Etc. Act 1974 the Customer undertakes to comply with all instructions relating to the Goods received from the Company from time to time and to take such other steps sufficient to ensure, so far as is reasonably practicable, that the Goods will at all times be safe and without risk to health when being properly used, set, cleaned and maintained by a person at work. |
| 12. | Intellectual Property Rights. |
| The Customer acknowledges that all the rights in any idea, method, invention, discovery, design or other work used in or resulting from the provision of the Goods and/or Services by the Company shall (to the extent that they are not already vested in the Customer prior to their use as aforesaid) belong to the Company. | |
| The Company shall not be required to print any matter which in its opinion it or may be an infringement of any proprietary or other right of any third party or is of an illegal or defamatory nature. | |
| If any claim is made against the Customer that the Goods and/or Services infringe or that their use or resale infringes the patent, copyright, design right, registered design, trade mark or other industrial or intellectual property rights of any other person or any claim is made in respect of passing off or unauthorised use of confidential information in relation to the Goods and/or Services and/or their use or resale, the Company shall at its own expense conduct any ensuing litigation and all negotiations for a settlement of the claim. The Company shall bear the costs of any payment made in settlement or as a result of an award in a judgement against the Company in the event of litigation. | |
| The benefit of Condition 12.3 is granted to the Customer by the Company only in the event that the Customer shall notify the Company in writing of any such claim at the earliest possible opportunity, shall make no admission of liability or take any other action in connection therewith, shall give the Company full control of any proceedings or negotiations in connection therewith and shall give the Company all reasonable assistance for the purpose of any such proceedings or negotiations. The Customer shall do nothing which would or might vitiate any policy of insurance cover which the Company may have in relation to such infringement. | |
| The provisions of Condition 12.3 shall not apply to any infringement caused by the Company having followed a design or instruction furnished or given by the Customer nor to any use of the Goods and/or Services in a manner or for a purpose which shall have been specifically prohibited by the Company, nor to any infringement which is due to the use of such Goods and/or Services in association or combination with any other product. | |
| 13. | Customer Liability |
| 13.1 | The Customer shall (without prejudice to the other rights and remedies of the Company) indemnify the Company in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with any one or more of the following: |
| 13.1.1 | any claim that the Goods or Services constitute an infringement of any patent, copyright, design right, registered design, trade mark or other industrial or intellectual rights of any other person and/or for passing off and/or unauthorised use of confidential information which results from the Company's use of the Customer's specifications. |
| 13.1.2 | any liability of any kind to any third party including without limitation for defective Goods where and to the extent that the defect arises from use of Customer materials. |
| 14. | Services |
| 14.1 | The Company shall only be obliged to carry out Services during normal working hours and shall be entitled to charge for any overtime worked upon request by the Customer. |
| 14.2 | Where Services are performed at the premises of the Customer, the Customer shall provide free of charge: |
| 14.2.1 | proper and safe storage and protection of all Goods, tools, plant, equipment and materials on site. |
| 14.2.2 | free and safe access to the site and place where the Services are to be performed. |
| 14.2.3 | all facilities and services necessary to enable such Services to be performed safely and expeditiously. |
| 14.2.4 | if such Services include the installation of Goods, the availability of all plant and equipment to permit the Goods to be tested upon completion of Services. |
| 14.3 | The Customer shall pay the Company any expenses incurred by the Company by reason of a breach by the Customer of any of its obligations in this Condition without prejudice to the Company's right to recover any loss thereby occasioned. |
| 14.4 | Goods and Services supplied on the site of the Customer are at all times at the sole risk of the Customer and if any part is lost or destroyed for any reason whatsoever the Company shall be entitled to charge as a variation to the Contract for the restoration of such Goods and/or Services. The Customer shall for the benefit of itself and the Company insure and keep insured with reputable insurers the full value of Goods and Services against every kind of loss, damage or destruction. The Customer shall produce the policy to the Company upon request together with the latest premium receipts and in default on effecting the same the Company shall be entitled to do so and add the cost of such insurance to the Contract price. |
| 14.5 | Where the Services to be performed or supplied by the Company in addition to any other applicable provisions of these Conditions the Company may take at its sole discretion any measure necessary to protect itself from civil and or criminal liability to third parties including but not limited to requiring the Customer to remove any material or information brought to the Company's attention from the Company's computers and ensure the Customer's compliance with such request. |
| 15. | Supply of Drawings. |
| 15.1 | Drawings from the Company's archive are supplied subject to the following Notice attached to each drawing: |
| "This document may have been prepared by parties other than de Havilland Support Limited and has not been revised since the date shown on the drawing. This copy has been supplied by de Havilland Support Ltd from archival material for reference purposes only and no opinions or guarantees are given as to the contents of the drawing or the suitability of any parts made from the drawing. It is the responsibility of the end-user to satisfy himself that the drawing needs no changes to comply with current safety standards and that any parts made from the drawing (whether or not using the materials and methods originally specified) will be fit for the purpose for which they are required. de Havilland Support Ltd is prepared to offer a considered opinion on such matters upon its normal trading terms and conditions to be agreed with the customer. de Havilland Support Ltd shall not be liable in respect of any loss, howsoever arising" | |
| 15.2 | For the avoidance of doubt, all copyright and other intellectual property rights subsisting in the above-mentioned drawings shall belong to the Company. |
| 15.3 | The Customer shall be granted a non-exclusive license to use the drawings for the specific purpose for which they are required by the Customer on the date that it places its order with the Company. |
| 16. | General |
| 16.1 | It shall be the responsibility of the Customer to obtain at its own expense any necessary licenses and consents required to import or export or otherwise use or resell the Goods and/or Services supplied. Without prejudice to the foregoing, the Customer undertakes to diligently check that any person manufacturing aircraft parts in accordance with data or information supplied by the Company under the Contract has to requisite CAA (or foreign equivalent) authority to make such parts and use reasonable endeavours to ensure that they have adequate insurance in place. It shall be a condition precedent to the performance by the Company of its obligations under the Contract that all necessary licenses, permits and consents shall have been obtained by the Customer. |
| 16.2 | Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as payment) of any of its obligations under the Contract caused by an Event of Force Majeure. For the purposes of this Condition, and "Event of Force Majeure" shall mean any event preventing either party from performing any of its obligations which arises or is attributable to acts, events, omissions or accidents beyond reasonable control of the party so prevented including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or any other party), act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule or regulation, accident, breakdown of plant or machinery, fire, floor, storm or default of suppliers or sub-contractors. |
| 16.3 | No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver of nor shall any waiver by the Company or any breach by the Company of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach. |
| 16.4 | The Contract is personal to the Customer who shall not assign or in any way part with the benefit without the Company's prior written consent. The Company shall be entitled to sub-contract for the provision of any part of the Services and/or Goods to any third party. |
| 16.5 | Each and every obligation contained in these Conditions shall be treated as a separate obligation and shall be severally enforceable as such notwithstanding the non-enforceability of any other such obligations. |
| 16.6 | The clause headings in these Conditions are for convenience only and shall not in any way affect the interpretation of the Contract. |
| 16.7 | The Conditions and the Contract shall not create or evidence or be deemed to create or evidence, any agency or partners between the Company on the one hand and the Customer or any third party on the other. |
| 16.8 | Any notice required to be given in writing under the Contract shall be given, where possible, by e-mail or facsimile transmission and otherwise by first class post addressed to the registered office of the party for which it is intended or to such other address as may be notified in writing in accordance herewith for the purpose, and shall be deemed to have been received, in the case of an e-mail, when the Company receives confirmation that the Customer has received the e-mail and in the case of a facsimile transmission, upon transmission and in the case of a letter, 48 hours after posting. In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and a certificate of posting obtained. |
| 16.9 | The Contract shall be governed by English Law. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement. |