Terms and Conditions

1. Definitions and Interpretation

1.1 In these Conditions, unless the context requires otherwise, the following words and expressions shall have the following meanings:

Business Day

a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

Business Hours

the period from 9.00 am to 5.00 pm on any Business Day;

Charges

all and any fees and charges payable by the Customer to WINTEL under or in connection with a Contract;

Conditions

the terms and conditions set out in this document as amended from time to time in accordance with condition 13.4;

Contract

the contract between WINTEL and the Customer for the sale and purchase of the Goods in accordance with these Conditions;

Customer

the person or firm who purchases the Goods from WINTEL;

Delivery

delivery of the Goods at the Delivery Location in accordance with condition 4.4, and Deliver shall be construed accordingly;

Delivery Location

has the meaning given in condition 4.3;

WINTEL

WINTEL Petrochemicals Limited (registered in England and Wales with company number 03868770);

Force Majeure Event

any cause preventing WINTEL from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of WINTEL including strikes, lockouts or other industrial disputes (whether involving the workforce of WINTEL or otherwise), acts of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, explosion, flood, storm, default of suppliers or sub-contractors, or anything directly or indirectly interfering with the raw materials or the manufacture, supply, shipment, arrival or delivery of the Goods;

Goods

the goods (or any part of them) set out in the Order;

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Liability Event

has the meaning given in condition 9.1;

Order

the Customer’s request for the supply of specified Goods, as set out in the Customer’s acceptance of WINTEL’s quotation, or in the Customer’s Purchase Order (where this is provided prior to the Order Confirmation), or as otherwise communicated by the Customer to WINTEL;

Order Confirmation

has the meaning given in condition 2.3;

Specification

WINTEL’s standard specification for the Goods or, where applicable, any specification for the Goods that is agreed by the Customer and WINTEL, including any specification provided by the Customer in respect of the branding to be applied to the Goods and their packaging;

Trade Marks

the trade marks of the Customer as notified to WINTEL in writing, and any further trade marks that the Customer may, by express notice in writing, authorise WINTEL to apply to the Goods or their packaging in accordance with the Contract;

VAT

value added tax chargeable under the Value Added Tax Act 1994;

Warranty Period

has the meaning given in condition 5.1;

Website

WINTEL’s website, as updated from time to time and available at: https://www.wintelpetrochemicals.co.uk.

1.2 A reference to:

• 1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• 1.2.2 a reference to a party includes its personal representatives, successors and permitted assigns.
• 1.2.3 a reference to legislation or a legislative provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that legislation or legislative provision.
• 1.2.4 any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• 1.2.5 a reference to writing or written includes email but not fax.

1.3 The headings in the Conditions are included for convenience only and shall not affect their interpretation or construction.

2. Basis of contract

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

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the terms of the Order, including any part of the Specification submitted by the Customer, are complete and accurate.

2.3 The Order shall only be deemed to be accepted when WINTEL issues a written acceptance of the Order (Order Confirmation), or, if sooner, when WINTEL commences performance of its obligations in respect of an Order placed by the Customer, at which point and on which date the Contract shall come into existence.

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

2.5 Any samples, drawings, technical specifications, descriptive matter or advertising produced by or on behalf of WINTEL and any descriptions or illustrations available on the Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by WINTEL shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. Goods

3.1 The Goods are as described on the Website or as detailed in any applicable Specification.

3.2 WINTEL reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Customer in any such event.

4. Delivery

4.1 WINTEL shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of delivery, the order number (if applicable), the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 If required by WINTEL, the Customer shall make any packaging materials available for collection at such times as WINTEL shall reasonably request. Returns of packaging materials shall be at WINTEL’s expense.

4.3 WINTEL shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) at any time after WINTEL notifies the Customer that the Goods are ready.

4.4 Delivery is completed when WINTEL’s third party carrier makes the Goods available for unloading at the Delivery Location, unless the parties have agreed an alternative method of delivery under which the Customer is responsible for carriage of the Goods, in which case Delivery is completed on WINTEL making the goods available for loading by the designated third party carrier in accordance with the agreed method of delivery.

4.5 Where the Goods are to be delivered via a ‘Pump Over’ or ‘Blow Over’ delivery system, the Customer must ensure that it has all appropriate health and safety measures in place and has previously notified WINTEL of any applicable health and safety requirements.

4.6 The Customer shall promptly dismiss the tankers which carry out the delivery of the Goods to the Customer on WINTEL’s behalf. The Customer shall indemnify WINTEL against all costs and expenses incurred by WINTEL arising out of any claim for payment charged to WINTEL by a road tanker operator for such delay.

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

4.8 If WINTEL fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. WINTEL shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or by the Customer’s failure to provide WINTEL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9 If the Customer fails to take delivery of the Goods within 3 Business Days of WINTEL notifying the Customer that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or WINTEL’s failure to comply with its obligations under the Contract in respect of the Goods:

• 4.9.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which WINTEL notified the Customer that the Goods were ready; and
• 4.9.2 WINTEL shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).

4.10 If 10 Business Days after the date on which WINTEL notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, WINTEL may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable storage (including insurance) and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.11 If WINTEL delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but WINTEL shall make a pro rata adjustment to the invoice for the Goods.

4.12 WINTEL may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1 WINTEL warrants that on Delivery, and for a period of 6 months from the date of Delivery, subject to any other period specified on the safety data sheet of the relevant Good (Warranty Period), the Goods shall:

• 5.1.1 conform in all material respects with their description, and where applicable, the Specification; and
• 5.1.2 be free from material defects in design, material and workmanship;
• 5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• 5.1.4be fit for any purpose held out by WINTEL.

5.2 Subject to condition 5.3 and 5.4, if:

• 5.2.1 during the Warranty Period, the Customer gives notice in writing to WINTEL within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in condition;
• 5.2.2 WINTEL is given a reasonable opportunity of examining such Goods; and
• 5.2.3 the Customer (if asked to do so by WINTEL) returns such Goods to WINTEL’s place of business at WINTEL’s cost, or. (if asked to do so by WINTEL) makes such Goods available for collection by WINTEL from the Customer’s premises;

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

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

• 5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with condition 5.2;
• 5.3.2 the defect arises because the Customer failed to follow WINTEL’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
• 5.3.3 the defect arises as a result of WINTEL following any drawing, design or specification supplied by or on behalf of the Customer;
• 5.3.4 the Customer alters or repairs such Goods without the written consent of WINTEL;
• 5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• 5.3.6 the Goods differ from their description, or, where applicable, the Specification, as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 The Customer must complete a visual inspection of the goods within 3 days of Delivery and notify WINTEL without delay of any issues with the order including but not limited to the wrong Goods having been supplied or a different quantity of the Goods having been supplied by WINTEL. Such Goods shall not be deemed to be defective Goods for the purpose of this condition 5.

5.5 Except as provided in this condition 5, WINTEL shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in condition 5.1.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by WINTEL.

6. Branding and Trade Mark Licence

This clause 6 shall only apply where WINTEL manufactures the Goods in accordance with a Specification supplied by the Customer under the Contract.

6.1 WINTEL shall label and package the Goods in accordance with the Specification (where applicable).

6.2 The Customer grants to WINTEL the non-exclusive right to use the Trade Marks for the sole purpose of their application to the Goods ordered by the Customer, and their packaging, under the Contract. WINTEL acknowledges and agrees that all rights in the Trade Marks shall remain with the Customer, and WINTEL has and will acquire no right in them by virtue of the discharge of its obligations under the Contract, except for the right to use the Trade Marks as expressly provided in this Contract.

6.3 WINTEL shall not:

• 6.3.1 sell or otherwise dispose of Goods or packaging bearing the Trade Marks other than to the Customer or in accordance with the Customer’s instructions, subject to receiving payment from the Customer in accordance with the terms of the Contract in respect of all such Goods;
• 6.3.2 sublicense, assign, transfer, charge or otherwise encumber the right to use the Trade Marks to any other party, except as otherwise expressly permitted under the Contract; or
• 6.3.3 do anything in its use of the Trade Marks that could adversely affect their validity or reputation.

6.4 WINTEL shall notify the Customer if it becomes aware of:

• 6.4.1 any infringement or suspected infringement of the Trade Marks; or
• 6.4.2 any claim that the promotion, sale or distribution of the Products under the Trade Marks infringes the rights of any third party.

6.5 On termination or expiry of the Contract, WINTEL shall immediately stop using all or any part of the Trade Marks.

6.6 The Customer shall indemnify WINTEL against all liabilities, costs, expenses, damages and losses (including 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 any and all other reasonable professional costs and expenses) suffered or incurred by WINTEL arising out of or in connection with any claim made against WINTEL for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising our of in connection with WINTEL’s use of the Trade Marks or the Specification. This condition 6.6 shall survive termination of the Contract.

7. Title and risk

7.1 The risk in the Goods shall pass to the Customer on Delivery

7.2 Title to the Goods shall not pass to the Customer until the earlier of the following:

• 7.2.1 WINTEL receives payment in full (in cash or cleared funds) for the Goods and any other goods that WINTEL has supplied to the Customer 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 Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in condition 7.4.

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

• 7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as WINTEL’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 notify WINTEL immediately if it becomes subject to any of the events listed in condition 10.1.2 to condition 10.1.4; and
• 7.3.5 give WINTEL such information as WINTEL may reasonably require from time to time relating to:
  (a) the Goods; and
  (b) the Customer’s ongoing financial position.

7.4 Subject to condition 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before WINTEL receives payment for the Goods. However, if the Customer resells the Goods before that time:

• 7.4.1 it does so as principal and not as WINTEL’s agent; and
• 7.4.2 title to the Goods shall pass from WINTEL to the Customer immediately before the time at which resale by the Customer occurs.

7.5 At any time before title to the Goods passes to the Customer, WINTEL may:

• 7.5.1 by notice in writing, terminate the Customer’s right under condition 7.4 to resell the Goods or use them in the ordinary course of its business, and enter any premises of the Customer or any third part where the Goods are stored in order to draw up an inventory of the Goods in the Customer’s possession; and
• 7.5.2 by notice in writing, require the Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. The costs of return of the Goods in these circumstances shall borne by the Customer.

8. Charges and payment

8.1 The price of the Goods shall be the price set out in the Order, or, if no price is stated, the price most recently quoted to the Customer by WINTEL as at the date of the Order Confirmation.

8.2 WINTEL may, by giving notice to the Customer at any time before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

• 8.2.1 any factor beyond WINTEL’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• 8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
• 8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving WINTEL adequate or accurate information or instructions.

8.3 The price of the Goods:

• 8.3.1 excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to WINTEL at the prevailing rate, subject to the receipt of a valid VAT invoice;
• 8.3.2 excludes amounts in respect of other applicable taxes (including hydrocarbon oil duty) which, where applicable, shall be invoiced to the Customer; and
• 8.3.3 excludes the Charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

8.4 WINTEL may invoice the Customer for all Charges due in respect of the Goods on or at any time after the completion of Delivery.

8.5 The Customer shall pay each invoice submitted by WINTEL:

• 8.5.1 within 30 days of the end of the month in which the invoice is submitted (or in accordance with any credit terms agreed in writing by WINTEL); and
• 8.5.2 in full and in cleared funds to a bank account nominated in writing by WINTEL; and time for payment shall be of the essence of the Contract.

8.6 If the Customer fails to make a payment due to WINTEL under the Contract by the due date, then without limiting WINTEL’s remedies under condition 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 8.6 will accrue each day at 4% a year above Lloyds Bank plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

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

9. Limitation of liability

9.1 The following provisions set out the entire liability of WINTEL, (including any liability for the acts or omissions of its employees, agents, representatives and subcontractors) in respect of:

• 9.1.1 any breach of its contractual obligations arising under or in connection with the Contract; or
• 9.1.2 any mis-representation, mis-statement or tortious act or omission including negligence, but excluding any of the same made fraudulently arising under or in connection with the Contract,

(a Liability Event).

9.2 Nothing in the Contract shall limit or exclude WINTEL’s liability which cannot legally be limited, including liability for:

• 9.2.1 death or personal injury caused by negligence;
• 9.2.2 fraud or fraudulent misrepresentation;
• 9.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
• 9.2.4 defective products under the Consumer Protection Act 1987; or
• 9.2.5 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.3 Subject to clause 9.2, the total liability of WINTEL to the Customer in respect of all Liability Events arising in relation to any particular Contract shall in no circumstances exceed 100% of the Charges paid or payable for the relevant Goods.

9.4 Subject to clause 9.2, WINTEL shall not be liable to the Customer in respect of any Liability Events for any loss of damage which may suffered by the Customer (or any person claiming through or under the Customer), whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in Contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• 9.4.1 loss of profits;
• 9.4.2 loss of turnover;
• 9.4.3 loss of anticipated savings;
• 9.4.4 loss of business opportunity;
• 9.4.5 loss of or corruption to data;
• 9.4.6 loss of or damage to goodwill; and
• 9.4.7 any special, indirect or consequential loss,

provided that this clause 9.4 shall not prevent any claim for direct financial loss that are not excluded by clause 9.4.1 to 9.4.7 (inclusive).
9.5 WINTEL shall not be liable for any damage or losses to the extent that they arise as a result of or in connection with:

• 9.5.1 any failure of the Customer to observe and perform its obligations under the Contract;
• 9.5.2 any unauthorised or incorrect use of the Goods and packaging or use other than in accordance with the terms of the Contract or WINTEL’s instructions;
• 9.5.3 any use by the Customer of its own packaging for the Goods;
• 9.5.4 any mixture, modification or alteration of the Goods by any party other than WINTEL;
• 9.5.5 any unsuitability of packaging to hold such mixed, modified or altered Goods;
• 9.5.6 errors or omissions in any Goods to the extent that they are based on and/or relate to the information or instructions provided by the Customer or its employees, agents of representatives to WINTEL; or
• 9.5.7 any actions taken by WINTEL at the Customer’s discretion.

9.6 If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract.

9.7 This condition 9 shall survive termination of the Contract.

10. Termination

10.1 Without limiting its other rights or remedies, WINTEL may terminate the Contract with immediate effect by giving written notice to the Customer if:

• 10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
• 10.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• 10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; o
• 10.1.4 the Customer’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.

10.2 Without limiting its other rights or remedies, WINTEL may suspend supply of the Goods under the Contract or any other contract between the Customer and WINTEL if the Customer becomes subject to any of the events listed in condition 10.1.2 to condition 10.1.4, or WINTEL reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, WINTEL may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

10.4 On termination of the Contract for any reason the Customer shall immediately pay to WINTEL all of WINTEL’s unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, WINTEL shall submit an invoice, which the Customer shall pay immediately on receipt.

10.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

11. Force Majeure

WINTEL shall not be in breach of the Contract or otherwise liable to the Customer for any delay or failure in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for longer than 3 months, the Customer may terminate the Contract by giving 30 calendar days’ written notice to WINTEL.

12. Confidentiality

12.1 The Customer undertakes that it shall not at any time disclose to any person WINTEL’s confidential information, provided that this restriction does not apply to.

• 12.1.1 any use or disclosure authorised by WINTEL or as required by law; or
• 12.1.2 any information which is already in, or comes into, the public domain otherwise than through the Customer’s unauthorised disclosure.

13. General

13.1 Notices.

• 13.1.1 Any notice to be given by a party under or in connection with the Contract shall be in writing in English language and delivered by hand or sent by UK first class post or other next Business Day delivery service to the other party at the address given in the Contract or as otherwise notified to the other party in writing from time to time or by email to such email address as the Parties choose and notify to the other party from time to time.
• 13.1.2 Any such notice shall be deemed to have been received:
  (a) if delivered by hand, at the time the notice is left at the address or given to the addressee; or
  (b) in the case of pre-paid first class UK post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
  (c) if sent by email on a Business Day at the time of transmission provided that a non-delivery communication is not received by the sender.
• 13.1.3 This Condition 13.1 does not apply to the service of any proceedings or other documents in any legal action.

13.2 Entire Agreement. The Contract contains the entire understanding between the Parties in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.

13.3 Further Assurance. The Customer (where applicable) will at all times after the date of the Contract do and execute or procure to be done and executed all other necessary acts, deeds, documents and things within their power to give effect to the Contract.

13.4 Variations. No variation of a Contract shall be effective unless it is in writing and is signed by an authorised representative of each party.

13.5 Costs and expenses. Each party shall pay the legal and other costs and expenses incurred by it in connection with the preparation, negotiation and completion of the Contract and all ancillary documents.

13.6 Third party rights. Save as expressly provided in the Contract, a person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the Parties to rescind or vary the Contract are not subject to the consent of any other person.

13.7 Waiver. A failure, delay or neglect by either party to exercise any right or remedy or enforce any of the provisions of the Contract shall not be construed or deemed to be a waiver or continuing waiver of that party’s rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.8 No Partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of the other party, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

13.9 Severance.

• 13.9.1 If any of the provisions of the Contract shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the Parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.
• 13.9.2 If the invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, that Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and to that greatest extent possible achieves the Parties original commercial intention.

14. Governing law and jurisdiction

• 14.1 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.
• 14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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