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Terms & Conditions 2017-07-07T11:50:48+00:00

Terms & Conditions

1.0 INTERPRETATION

1.1 Definitions

In these Conditions, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 21.7.
Contract: the contract between Euro Foods Group Limited and the Supplier for the supply of Goods and/or Services in accordance with these Conditions. The Contract shall comprise (in order of precedence) any Order Amendments; Purchase Order; these Terms and Conditions of Purchase, and any other document referred to in the Purchase Order. Deliverables: the deliverables as set out in the Purchase Order.
Goods: the goods, articles, works or services (or any part thereof) as set out in the Purchase Order.
Goods Specification: any specification for the Goods that is agreed in writing between the parties.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Amendment: means our authorised Order Amendment or series of Order Amendments each having precedence over any earlier Order Amendment.
Purchase Order: our order for the supply of Goods and/or Services, as set out in our Purchase Order form and signed by a Director of Euro Foods Group Limited.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
Service Specification: the description or specification for Services agreed in writing between the parties.
You/Your/Supplier: the person or firm from whom we purchase the Goods and/or Services.
We/Us/Our: means Euro Foods Group Limited (Company Number 03028250) or its associated companies.
1.2 Construction

In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a references to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 Only when accompanied by our Purchase Order document shall any written communication constitute an offer by Us to purchase Goods and/or Services from the Supplier in accordance with these Conditions. Our terms and conditions shall apply to all contracts for the sale of goods/supply of services which You might provide to Us to the exclusion of Your terms and conditions, including any terms or conditions which you may purport to apply under any purchase order or agreement, and no variation of our terms and conditions shall be binding unless agreed in writing by us. In the event of any dispute Our terms and conditions shall take precedence.
2.2 The Purchase Order shall be deemed to be accepted on the earlier of:

(a) the Supplier issuing acceptance of the Purchase Order in writing (either hard copy or via fax/email); or
(b) any act by the Supplier consistent with fulfilling the Purchase Order,
at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. All of these Conditions shall apply to the supply of both Goods and Services.
2.4 We shall have the right to reject the Goods/Services in whole or in part whether or not paid for in full or in part within a reasonable time of delivery (or performance in the case of Services) if they do not conform with the requirements of this Contract. It is agreed that We may exercise the right of rejection notwithstanding any provision contained in Your terms and conditions, or in section 15B or section 30 of the Sale of Goods Act 1979. We may give You reasonable opportunity to replace the Goods (or in the case of Services ensure the Services rendered) confirm with this Contract, after which time We reverse the right to cancel the Purchase Order/Contract and obtain the Goods/Services elsewhere.
2.5 In the event of cancellation under this condition you shall promptly reimburse any monies under the Contract without any retention whatsoever. Cancellation of the Purchase Order/Contract under this condition shall not affect any other rights We may have. You must collect all rejected Goods (at your own expense) within a reasonable time of rejection or they shall be returned to You at Your risk and expense. We reserve the right to charge reasonable storage charges until such time as when the Goods are removed from our premises.

3. SUPPLY OF GOODS

3.1 The Supplier shall ensure that the Goods shall:
(a) comply in every respect with the provision of this Contract;
(b) correspond with their description and any applicable Goods Specification including any samples, patents, drawings, plans or specifications there set out;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Us, expressly or by implication, and in this respect We rely on the Supplier’s skill and judgment;
(d) be free from defects, of sound material and good workmanship;
(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and (f) comply with all applicable UK and EU statutes, regulations and codes of practices relating to the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, accreditations, consents and permits that it needs to carry out its obligations under this contract in respect of the Goods.

3.3 In relation to food products, the Supplier warrants that is has all necessary accreditation, approvals or licences required for the processing, packing and supply of the food products. You shall obtain and maintain in force for the duration of this contract all licences, permissions, authorisations, consents and permits needed to manufacture, process, and package and supply food products in accordance with the terms of this contract.

4. DELIVERY OF GOODS

4.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Purchase Order number (if any), 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; and
(c) if the Supplier requires Us to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier, pursuant to clause 5 of this agreement.

4.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Purchase Order;
(b) to the location as set out in the Purchase Order or as instructed by the Us before delivery if different (Delivery Location);
(c) during Our normal hours of business which are currently 9am-5pm, Monday – Friday, or as instructed by Us where different.

4.3 Delivery dates and times must be adhered to and are of the essence of the Contract.
4.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.5 If the Supplier:
(a) delivers less than 95 per cent of the quantity of Goods ordered, We may reject the Goods; or
(b) delivers more than 105 per cent of the quantity of Goods ordered, we may at our sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and We accept the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.6 The Supplier shall not deliver the Goods in instalments without Our prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 10.1. 4.7 Title and risk in the Goods shall not pass to Us until completion of delivery.

5. PACKAGING

5.1 The Goods must be packaged or protected in a manner suitable for their safe transport, off loading and/or delivery to the prescribed Delivery Location. Ideally any packaging material used should be from sustainable sources and should be recyclable.
5.2 Unless otherwise agreed in writing, it is the Supplier’s responsibility to remove all packaging waste following delivery or at their first opportunity thereafter. We shall not be liable for carriage and/or handling costs for return of any Packaging nor for the loss or damage in transit of any packaging materials.

6. INSTRUCTIONS

You shall assure that the Goods are accompanied by full written information about their use(s) for which the Goods have been designed, tested or held out. You are obliged to confirm to Us any necessary conditions to ensure the Goods will be safe and without risk to health when stored, used, transported or sold to any third parties. For the avoidance of doubt, this applies to ingredients, components or parts of any Goods.

7. SAFETY AND HAZARDOUS GOODS

7.1 You shall observe all legal requirements of the laws of England and Wales or the European Union and any relevant international agreements or licensing obligations in relation to the health, safety and environment and, in particular, to the appropriate marking of any hazardous Goods; the provision of any necessary data sheets for materials and/or provisions relating to food.

8. SUPPLY OF SERVICES

8.1 The Supplier shall from the Commencement Date and for the duration of this Contract provide the Services to Us in accordance with the terms of the Contract.
8.2 The Supplier shall meet any performance dates for the Services specified in the Purchase Order or that We notify to the Supplier.
8.3 In providing the Services, the Supplier shall:
(a) co-operate with Us in all matters relating to the Services, and comply with all instructions made by Us;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(c) provide personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Us;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
(i) not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the We may rely or act on the Services;

9. WARRANTY

9.1 The Supplier warrants that upon delivery and for a period of 12 months thereafter from the date of delivery (Warranty Period) the Goods shall:
(a) conform in every respect with the provision of the Contract and with their description in any applicable Goods Specification;
(b) be capable of all standards of performance specified in this Contract;
(c) be free from material defects in design, material and workmanship;
(d) be fit for purpose made known to you or by implication;
(e) be of satisfactory quality within the means of the Sale of Goods Act 1979;
9.2 Subject to clause 9.1 above, if:
(a) we give notice in writing during the Warranty Period, within a reasonable time of discovery, that all or some of the Goods do not comply with the Warranty set out in clause 9.1;
(b) the Supplier was given reasonable opportunity of examining such goods; and
(c) we (if asked to do so by the Supplier) return such Goods to the Supplier’s place of business at the Supplier’s cost,
the Supplier shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods and any ancillary losses incurred by Us, in full.

10. OUR REMEDIES

10.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting our other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by Us in obtaining substitute goods and/or services from a third party;
(d) where We have paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and
(e) to claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to the Supplier’s failure to meet such dates.
10.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, We shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Us in obtaining substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Us arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.
10.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
10.4 Euro Foods Group under this Contract are in addition to its rights and remedies implied by statute and common law.

11. OUR OBLIGATIONS

We shall:
(a) provide the Supplier with reasonable access at reasonable times to Our premises for the purpose of providing the Services; and
(b) provide such information as the Supplier may reasonably request for the provision of the Services and that We consider reasonably necessary for the purpose of providing the Services.

12. CHARGES AND PAYMENT

12.1 The price for the Goods:
(a) shall be the price set out in the Purchase Order; and
(b) shall be inclusive of the costs of packaging, insurance, storage and carriage of the Goods, unless otherwise agreed in writing between the parties. No extra charges shall be effective unless agreed in writing and signed by Us.
12.2 The charges for the Services shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Us, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
12.3 In respect of Goods, the Supplier shall invoice Us on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Us on completion of the Services. Each invoice shall include such supporting information required by Us to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
12.4 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Us to inspect such records at all reasonable times on request, and no later than within 7 days of such a request being made, unless otherwise agreed between the parties.
12.5 We may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Us against any liability of our own to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 In respect of the Goods and any goods that are transferred to Us as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Us, it will have full and unrestricted rights to sell and transfer all such items to Us.
13.2 The Supplier assigns to Us, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
13.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
13.4 The Supplier shall, promptly at Our request, do (or procure to be done) all such further acts and things and the execution of all such other documents as We may from time to time require for the purpose of securing for Us the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to Us in accordance with clause 13.2.

14. OWNERSHIP OF RESULTS

14.1 For contracts involving design or development work:
(a) all rights in the results of any works arising out of or deriving from this Contract, for the avoidance of doubt including inventions, design, copyright and knowledge shall be Our property and We shall have the sole right to determine whether any letters, patents, registered designs, trademark and other protections shall be sought;
(b) you shall promptly communicate to Us all such results and shall, if requested, at Our expense do all things necessary to enable Us to obtain letters, patents, registered designs or other protections for such results in all territories and to assign the same to Us;
(c) you shall ensure that all technical information arising out of or deriving from this Contract is held in strict confidence.

15. INDEMNITY

15.1 The Supplier shall keep Us indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered incurred by Us as a result of or in connection with:
(a) any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against Us by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
15.2 This clause 15 shall survive termination of the Contract.

16. INSURANCE

During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, upon request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

17. CONFIDENTIALITY

17.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
17.2 This clause 17 shall survive termination of the Contract.

18. TERMINATION

18.1 Without limiting its other rights or remedies, We may terminate the Contract:
(a) in respect of the supply of Services or Goods, by giving the Supplier one month’s written notice; and
(b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. We shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, if Goods are accepted by Us, but such compensation shall not include loss of anticipated profits or any consequential loss.
18.2 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may choose to terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract may continue in respect of the remaining supply.
18.3 Without limiting its other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a breach of the terms of the Contract and (if such a breach is remediable) if requested by Us fails to remedy that breach within 5 days of receipt of notice in writing to do so;
(b) the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(c) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(d) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(f) the Supplier (being an individual) is the subject of a bankruptcy petition or order;
(g) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(h) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(i) the holder of a floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
(k) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.3(c) to clause 18.3(j) (inclusive);
(l) the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business;
(m) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
18.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
18.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

19. CONSEQUENCES OF TERMINATION

19.1 On termination of the Contract for any reason, the Supplier shall return to Us any property belonging to Us.
19.2 On termination of the Contract, in the event that the Supplier has delivered any Goods which have not been accepted by Us or against which we have exercised our rights pursuant to clause
10.2(a) above, the Supplier will collect such Goods, at their own expense within 7 days. In the event that the Supplier fails to collect the Goods then we reserve the right to levy reasonable storage charges upon the Supplier until such time as the Goods are removed from Our possession.

20. FORCE MAJEURE

20.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from events, circumstances or causes beyond its reasonable control.
20.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
20.3 If a Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations then We may terminate the Contract immediately by giving written notice to the Supplier.

21. GENERAL

21.1 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. (b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without Our prior written consent.
21.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 21.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21.3 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.
21.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.5 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, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
21.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
21.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Us.
21.8 Amendments. We may amend these Conditions from time to time without notice.
21.9 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
21.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).