Terms & Conditions
TERMS AND CONDITIONS OF BUSINES
- DEFINITIONS
1.1 In these Conditions the following expressions shall have the following meanings:
"Business Days" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Buyer” means the person, firm or company who purchases the Goods.
"Company Premises” means the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned shall mean the Company’s relevant warehouse.
"Company” means Esselle retail Ltd t/a Esselle Home (company number 12671338).
"Conditions" means the terms and conditions set out in this document as amended from time to time in accordance with condition 13.3
"Contract" means the Contract between the Company and the Buyer for the sale and purchase of the Goods which incorporates the Conditions, the Order, and the Specification (as applicable).
"EXW means the Ex-Works Incoterm pursuant to the Incoterms® 2020.
"DAP means the Delivered at Place Incoterm pursuant to the Incoterms® 2020.
"DDP means the Delivered Duty Paid Incoterm pursuant to the Incoterms® 2020.
"Force Majeure Event" has the meaning given in condition 11.
"Goods” has the meaning set out in the Order.
"Incoterm" means DDP, DAP or EXW.
"Incoterms® 2020" means the international trade terms published by the International Chamber of Commerce, as updated from time to time.
"Intellectual Property Rights" means patents rights to inventions, copyright and related rights, moral 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 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.
"Order" means the Buyer's order for the Goods as set out in the Buyer's purchase order.
"Specification" means any specification for the Goods, including any related plans and drawings that is set out in the Order or agreed in writing by the Company and the Buyer.
1.2 In these Conditions the following rules apply:
1.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.2 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
1.2.3 A reference to "writing" or "written" includes emails.
2. GENERAL
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. Once the Contract comes into existence, the Buyer shall not cancel or vary the Order without the Company's express written consent. The Company reserves the right to charge the Buyer reasonable cancellation charges and/or a restocking fee of 20% in the event of any such cancellation.
2.4 Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 Any quotation given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.6 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document that is inconsistent with these Conditions.
2.7 The Company shall not be responsible for the procurement of any licences, consents or permissions required for the ownership, installation and/or operation of the Goods. The Buyer shall be responsible for obtaining the same prior to delivery of the Goods.
3. GOODS
3.1 The Goods are described in the Company's website as modified by any applicable Specification.
3.2 The Company reserves the right to amend any Specification of the Goods if required by any applicable statutory or regulatory requirements.
4. PRICES AND PAYMENT
4.1 The price of the Goods shall be the price set out in the Company's published price list in force on the date of delivery and in the case of an order for delivery by instalments, in accordance with condition 5.9, the price payable for each instalment shall be the price set out in the Company's published price list in force on the date of delivery of such instalment unless otherwise expressly stated to be firm for a period.
4.2 The Company may, by giving notice to the Buyer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
4.2.1 Any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);
4.2.2 Any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or any Specification; or
4.2.3 Any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.
4.3 The price of the Goods is exclusive of:
4.3.1 The costs and charges of packaging, import and export clearance, insurance and transport of the Goods, which costs shall be payable by the relevant party in accordance with the applicable Incoterm; and
4.3.2 Amounts in respect of value added tax ("VAT"), which the Buyer shall pay to the Company at the prevailing rate, subject to receipt of a valid VAT invoice.
4.4 The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery. If the Goods are delivered in instalments in accordance with condition 5.9 the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non-delivery of other instalments or other default on the part of the Company.
4.5 The Buyer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
4.6 If the Buyer fails to make any payment due to the Company under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the National Westminster Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. The Buyer shall indemnify the Company in respect of any loss, liability, damage, costs and expenses (including, without limitation, legal costs) suffered or incurred by the Company in recovering any unpaid and overdue sums.
4.7 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.
5. DELIVERY
5.1 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Company 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 Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
5.2 The Company shall deliver the Goods, and delivery of the Goods shall be deemed to be completed, in accordance with the applicable Incoterm set out in the Order.
5.3 The parties agree to comply with their obligations pursuant to the applicable Incoterm, and in a timely manner.
5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of, or failure to deliver, the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods.
5.6 If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Company notifying the Buyer that the Goods are ready or the Company is unable to deliver them due to the Buyer's breach of condition 5.3 Then, except where such failure or delay is caused by a Force Majeure Event or the Company's failure to comply with its obligations under the Contract:
5.6.1 delivery of the Goods shall be deemed to have been completed at 09:00 on the third Business Day after the day on which the Company notified the Buyer that the Goods were ready; and
5.6.2 the Company shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
5.7 If 10 Business Days after the day on which the Company notified the Buyer that the Goods were ready for delivery the Buyer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods.
5.8 The Buyer shall not be entitled to reject the Goods if the Company delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the relevant invoice on receipt of notice from the Buyer that the wrong quantity of Goods was delivered.
5.9 The Company 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 Buyer to cancel any other instalment.
6. QUALITY
6.1 Subject to condition 6.7, the Company warrants that on delivery, and for a period of 3 (three) months from the date of delivery ("Warranty Period"), the Goods shall:
6.1.1 Confirm in all material respects with their description and any applicable Specification;
6.1.2 Be free from material defects in design, material and workmanship; and
6.1.3 Be fit for any purpose held out by the Company.
6.2 Subject to condition 6.3, if:
6.2.1 The Buyer gives notice in writing to the Company during the Warranty Period within 7 (seven) days of the date when such defect appeared or ought reasonably to have been discoverable that some or all of the Goods do not comply with the warranty set out in condition 6.1;
6.2.2 The Company is given a reasonable opportunity of examining such Goods; and
6.2.3 The Buyer (if asked to do so by the Company) returns such Goods to the Company's Premises at the Company's cost,the Company shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Company shall not be liable for any Goods' failure to comply with the warranty set out in condition 6.1 in any of the following events:
6.3.1 The Buyer makes any further use of such Goods after giving notice in accordance with condition 6.2;
6.3.2 The defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 The defect arises as a result of the Company following any drawing, design or Specification supplied by the Buyer;
6.3.4 The Buyer alters or repairs such Goods without the written consent of the Company;
6.3.5 The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.3.6 The Goods differ from their description or the Specification where applicable as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
In such circumstances, all costs incurred by the Company relating to the Goods, including, without limitation, arranging for the Goods to be returned to the Company's Premises and inspecting such Goods, shall be reimbursed by the Buyer within 5 days of receipt of an invoice from the Company for the same.
6.4 Except as provided in this condition 6, the Company shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in condition 6.1.
6.5 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.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
6.7 In the case of Goods not of the Company’s manufacture, the Company will pass on to the Buyer any benefits obtainable under warranty given by the Company’s supplier provided that the Goods have been accepted and paid for.
6.8 To the extent the Goods comprise wallpaper, and such wallpaper is defective, the Buyer must only open one roll of the wallpaper supplied, otherwise the Company may, at its discretion, reject any claim made pursuant to condition 6.1.
6.9 Notwithstanding the foregoing provisions of this condition 6, the Buyer expressly accepts that colour matching of Goods may vary between different production runs, and reasonable variations shall not entitle the Buyer to reject any Goods, or to claim any damages or compensation whatsoever in respect thereof.
7. PASSING OF TITLE AND RISK
7.1 Risk in the Goods shall pass to the Buyer:
7.1.1 In respect of Goods delivered on the DDP Incoterm, when the Goods are placed at the disposal of the Buyer, cleared and ready for unloading at the delivery location set out in the Order;
7.1.2 In respect of Goods delivered on the DAP Incoterm, when the Goods are placed at the disposal of the Buyer for unloading at the delivery location set out in the Order; and
7.1.3 In respect of Goods delivered on the EXW Incoterm, when the Goods are suitably packed and placed at the disposal of the Buyer for loading at the delivery location set out in the Order;
7.2 Title to the Goods shall pass to the Buyer at the earlier of:
7.2.1 The Company receiving payment in full (in cash or cleared funds) for:
7.2.1.1 The Goods; and
7.2.1.2 Any other goods that the Company has supplied to the Buyer 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; and
7.2.2 The Buyer reselling the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in condition 7.4.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
7.3.1 Store the Goods for which it has not paid separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property
7.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 Obtain an endorsement of the Company's interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement, and on request allow the Company to inspect the insurance policy.
7.3.5 Notify the Company immediately if it becomes subject to any of the events listed in condition 9.1;
7.3.6 Give the Company such information relating to the Goods as the Company may require from time to time; and
7.3.7 Permit or procure permission for the Company, its agents and authorised representatives to enter any premises of the Buyer or of any third party where the Goods are stored in order to inspect whether the Buyer is in compliance with this condition 7.3 and/or recover the Goods.
7.4 Subject to condition 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:
7.4.1 It does so as principal and not as the Company's agent; and
7.4.2 Title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to an Insolvency Event (as defined in condition 9.1, then, without limiting any other right or remedy the Company may have:
7.5.1 The Buyer must immediately notify the Company of the event;
7.5.2 The Buyer's right to resell the Goods or use them in the ordinary course of its business ceases immediately;
7.5.3 The Company may at any time:
7.5.3.1 Require the Buyer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
7.5.3.2 If the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
8. INTELLECTUAL PROPERTY
8.1 The Buyer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are and shall remain the sole property of the Company or (as the case may be) the third party rights owner.
8.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer the Buyer shall indemnify the Company from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation whether arising in tort (including negligence), in contract or otherwise and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company as a result of or in connection with any claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Company's use of the Specification. This condition 8.2 shall survive termination of the Contract
8.3 The Company may inform third parties that it provides or has provided the Goods to the Buyer. The Buyer licenses the Company to use its name and logo(s) for this sole purpose.
9. TERMINATION
9.1 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:
9.1.1 The Buyer (being a body corporate) is declared or becomes insolvent, applies for or has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things or takes or suffers any similar action in any jurisdiction or any step is taken (including the making of an application, the entering into of a board resolution or the giving of any notice) by it or by any other person in respect of any of these circumstances (an "Insolvency Event");
9.1.2 The Buyer (being an individual) is declared bankrupt, enters into any composition or arrangement with his creditors, has a receiver appointed to any of his assets, or ceases to carry on business or takes or suffers any similar action in any jurisdiction or any step is taken (including the making of an application or the giving of any notice) by him or any other person in respect of any of these circumstances) (also an "Insolvency Event")) (or, the Buyer being a partnership, has a partner to whom any Insolvency Event applies);
9.1.3 The Buyer fails to pay any amount due under the Contract on the due date for payment and remains in default for more than 14 days;
9.1.4 The Buyer'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; or
9.1.5 Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to an Insolvency Event, or the Company reasonably believes that the Buyer is about to become subject to an Insolvency Event, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
9.3 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest.
9.4 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
9.5 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Company's liability for:
10.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 Fraud or fraudulent misrepresentation;
10.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4 Defective products under the Consumer Protection Act 1987; or
10.1.5 Any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
10.2 Subject to condition 10.1:
10.2.1 The Company shall not be liable for imperfect work caused by any inaccuracies in any drawing bills of quantities or specifications supplied by the Buyer;
10.2.2 the Company shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:
10.2.2.1 Any indirect, special, consequential or pure economic loss or damage;
10.2.2.2 Any loss of profits, anticipated profits, revenue or business opportunities; or
10.2.2.3 Damage to goodwill,
in each case arising as a direct or indirect result of the relevant claim; and
10.2.3 The Company's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event which hinders, delays or prevents performance of a party's obligations and which is either beyond that party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic (for the avoidance of doubt, including compliance with any Applicable Law or government guidance arising out of or in connection with any epidemic or pandemic) or similar events, natural disasters or extreme adverse weather conditions, or default of the Company or its subcontractors.
12. Data Protection
12.1 For the purposes of this clause 12 the following definitions shall apply:
"Business Contact Data" means the business contact information of personnel engaged by either party to the Contract, specifically the name, business telephone number, business email address, business postal address and/or the job title of such personnel;
"Data Protection Laws" means the Data Protection Act 2018, the UK GDPR, GDPR, any relevant law implemented as a result of GDPR and ePrivacy Law;
"ePrivacy Law" Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector, as amended by Directive 2009/136/EC and any relevant law implementing or superseding Directive 2002/58/EC including without limitation the Privacy and Electronic Communication (EC Directive) Regulations 2003 and any superseding law;
"GDPR" means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; and
"UK GDPR" means GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).
12.2 The expressions "personal data", "controller", "processor" and "process" bear the meaning given to that expression in GDPR.
12.3 The parties acknowledge and agree that for the purposes of the Contract:
12.3.1 Each party is a controller for the personal data it processes in connection with the Contract;
12.3.2 Each party is responsible for its own compliance with its data protection obligations under Data Protection Laws with regard to its processing of personal data; and
12.3.3 The only personal data to be transmitted between the parties is Business Contact Data.
12.4 If a party (the "Disclosing Party") discloses Business Contact Data to the other party (the "Recipient Party"), the Disclosing Party shall ensure that such disclosure is lawful.
12.5 The Recipient Party shall only process the Disclosing Party's Business Contact Data:
12.5.1 To the extent necessary to perform its obligations under the Contract or as is otherwise necessary to comply with a legal obligation; and
12.5.2 In compliance with Data Protection Laws.
12.6 In the event that clause 12.3.3 becomes or will become inaccurate or incomplete before the expiry or termination of the Contract, the parties agree to negotiate in good faith to vary these Conditions as soon as reasonably practicable in order to: (i) reflect the personal data being transmitted between the parties; and (ii) ensure that the transmission and processing of such personal data complies with all applicable requirements under Data Protection Laws.
13. GENERAL
13.1 Assignment and other dealings
13.1.1 The Company 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.
13.1.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
Entire agreement
The Contract (incorporating these Conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
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 in writing and signed by the parties.
Waiver
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 or 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.
Severance
If any 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 shall be deemed deleted. Any modification or deletion of a provision under this condition shall not affect the validity and enforceability of the rest of the Contract.
13.6 Notices
13.6.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
13.6.1.1 Delivered by hand or by pre-paid first-class post or by a signed-for next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
13.6.1.2 By email to the email address specified in the Order.
13.6.2 Any notice or communication shall be deemed to have been received:
13.6.2.1 Delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the correct address;
13.6.2.2 If sent by pre-paid first-class post, at 09:00 on the second Business Day after posting;
13.6.2.3 If sent by fax or email, at 09:00 on the next Business Day after transmission.
13.6.3 This condition 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.
Third party rights
No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
Relationship
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Company and the Buyer, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.
Governing law
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 .
Jurisdiction
The Buyer irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). Nothing in this condition shall limit the Company's right to take proceedings against the Buyer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdictions.