Standard Terms & Conditions of Purchase UK
for UK
1.1 Definitions
1.1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with Seller from time to time.
1.1.2 holiday in England and Wales, when banks in London are open for business.
1.1.3 Business Hours means Monday – Friday, 7:00 – 15:00, on Business Days.
1.1.4 Buyer means Abrasive Technology Limited registered in England and Wales with company number 02874855 or any of its Affiliates as specified in an Order.
1.1.5 Buyer IPRs means as further described at Clause 9.1.
1.1.6 Conditions means the terms and conditions set out in this document (as amended from time to time in accordance with clause 19).
1.1.7 Confidential Information means any information of a confidential nature concerning the business, affairs, customers, clients, or suppliers of a Party (or of Affiliate of a Party), including information relating to a Party's operations, processes, plans, product information, know-how, designs, trade secrets, software and market opportunities.
1.1.8 Customer Requirements means specific requirements of a customer of aa Buyer set out in anOrder or otherwise notified in writing by the Buyer to the Seller.
1.1.9 Delivery Date means the date as further described at Clause 5.1.
1.1.10 Delivery Location has the meaning given to it in clause 5.3.2.
1.1.11 Force Majeure Event has the meaning given to it in clause 14.
1.1.12 Goods means the goods (or any part of them) set out in the Order.
1.1.13 Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information, know-how, 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.
1.1.14 Material Safety Data Sheet means the material safety data sheets required by law, regulation or industry standards to be provided with Goods.
1.1.15 Order means Buyer’s order for the supply of Goods and/or Services, as set out in Buyer’s purchase order form, or in Buyer’s written acceptance ofSeller’s quotation, as the case may be.
1.1.16 Seller means the person or firm who sells Goods and/or Services to Buyer pursuant to an Order.
1.1.17 Services means the services to be provided by Seller to the Buyer as set out in an Order.
1.2 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.3 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.
1.4 A reference to writing or written includes email but excludes fax.
1.5 References to a “Party”or the “Parties” is to the Seller and/or the Buyer (as the context so requires).
1.6 The terms and conditions appearing in any Order or other similar document provided by Buyer relating to the purchase of Goods or Services by Buyer from Seller, as supplemented by theseConditions and any written confirmation by Buyer of Customer Requirements (collectively, this “Agreement”), shall constitute the complete agreement between the Parties, and such terms and conditions supersede any prior or contemporaneous agreements or communications between the Parties whether oral or written. No terms or conditions endorsed upon, delivered with or contained in Seller’s quotation, acknowledgement or acceptance of order, specification or similar document, or that are implied by law, trade customer, practice or course of dealing will form part of the Agreement.
Basis of Contract
2.1 An Order constitutes an offer by the Buyer to purchase the Goods and/or Services in accordance with theseConditions (“Order”).
2.2 Seller is deemed to have accepted an Order and the Agreement shall come into existence, on the earlier of:
2.2.1 Seller issuing a written acceptance of the Order;
2.2.2 Seller’s commencement of work on the Goods and/or Services subject to this Agreement;
2.2.3 Seller’s shipment of such Goods; and
2.2.4 Seller doing any other act consistent with fulfilling the Order.
2.3 Notwithstanding the foregoing, the Seller will be deemed to have accepted the Buyer’s Order unless it notifies the Buyer within two (2) Business Days that is it unable to fulfil the Buyer’sOrder.
Goods and Services
3.1 Seller warrants and undertakes that the Goods will:
3.1.1 correspond with all descriptions, specifications, samples and appropriate standards which are provided by Buyer or, if none are provided, will correspond with all standards and specifications which it would be reasonable for the Buyer to expect in accordance with good Industry practice;
3.1.2 comply with all CustomerRequirements;
3.1.3 be of satisfactory quality(within the meaning of the Sale of Goods Act 1979) and fit for any purpose (and in this respect the Buyer relies on the Seller’s skill and judgement).
3.1.4 be new, and free form defects in design, material or workmanship.
3.1.5 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
3.1.6 conform to any statements made on the containers or labels, or advertisements for such Goods, and that any Goods will be adequately contained, packaged, armed and labelled;
3.1.7 where relevant, comply fully with all safety requirements, and Seller shall provide Buyer with a MaterialSafety Data Sheet for all Goods supplied.
3.2 The Seller warrants that:
3.2.1 All Services will be performed in accordance with the Buyer’s requirements and any Customer Requirements;
3.2.2 Will be performed with reason able care and skill and in accordance with good industry practice;
3.2.3 Will be performed in accordance with timescales stipulated by the Buyer or as otherwise agreed in writing between the Buyer and the Seller.
3.3 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under theAgreement.
3.3 The Buyer shall be entitled toinspect Goods and Services at any point prior to delivery.
3.4 Any inspection, test, acceptance or use of the Goods and Services supplied shall not affect Seller’s obligations under this Agreement, and all warranties given by the Seller shall survive inspection, test, acceptance and use.
3.5 If following such inspection or testing Buyer considers that the Goods and/or Services do not conform or are unlikely to comply with Seller’s warranties at clauses 3.1 and3.2, Buyer shall inform Seller and Seller shall immediately take such remedial action as is necessary to ensure compliance. Buyer may conduct further inspections and tests after Seller has carried out its remedial actions.
3.6 Buyer shall be under no duty to inspect Goods and Services supplied by the Seller before its use in manufacture and/or resale. The processing, manufacture, use or resale shall not constitute an acceptance of the Goods or Services or a waiver of any claim by the Buyer.
3.7 The Buyer shall be entitled to assign the benefit of the warranties provided by the Seller and the Seller acknowledges and agrees that the Buyer’s customers shall be entitled to enforce the warranties directly against the Seller.
Changes
4.1 Buyer shall have the right at any time before delivery to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation of Goods upon giving reasonable notice to Seller.
4.2 If any such changes cause an increase in the cost, or the time required for performance the Seller shall notify the Buyer in writing and the Seller and the Buyer shall seek to agree an appropriate equitable adjustment which shall e recorded in writing and signed by the Buyer and the Seller.
Delivery
5.1 The date for delivery of Goods and Services shall be specified by Buyer in an Order, or if no such date is specified then delivery shall take place within twenty-eight (28) calendar days of the date of Order (“Delivery Date”).
5.2 Seller shall ensure that:
5.2.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
5.2.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the 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
5.2.3 if Seller requires Buyer to return any packaging material to Seller, that fact is clearly stated on thedelivery note. Any such packaging material shall be returned to Seller at the cost of Seller.
5.3 Seller shall deliver Goods and perform Services:
5.3.1 on the Delivery Date;
5.3.2 to the location set out in the Order or such other location as the Parties may agree (“DeliveryLocation”). Seller shall off-load the Goods as directed by the Buyer [OR Buyer shall collect the Goods from Seller’s premises or such other location as may be agreed with Buyer before delivery (“Delivery Location”); and
5.4 If the Seller is arranging delivery, delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
5.5 Seller shall meet the cost of any packaging requested by Buyer or any packaging rendered necessary by delivery by any means.
5.6 If the delivery is:
5.6.1 of less than 95% of the quantity of Goods ordered, Buyer may reject the Goods;
5.6.2 of more than 105% of the quantity of Goods ordered, Buyer may at its discretion reject the Goods or theexcess Goods and any rejected Goods shall be returnable at the Seller’s risk and expense; or
5.6.3 not compliant with Conditions,Buyer may (without prejudice to its other rights and remedies):
(i) reject and return all or any part of the Goods ordered hereunder for full credit, including freight or
(ii) at Buyer’s option, utilise all or any part of said Goods, holding Seller liable for all damages resulting fromSeller’s failure to comply.
(iii) recover from Seller any expenditure reasonably incurred by Buyer in obtaining the Goods in substitution from another supplier.
5.7 If the Seller delivers more or less than the quantity of Goods ordered, and the Buyer accepts the delivery, apro rata adjustment shall be made to the invoice for the Goods.
5.8 If the Seller fails to deliver/perform Services in accordance with these Conditions, the Buyer may require the Seller to re-perform the Services in accordance with time scales stipulated by the Buyer or refund the Buyer for all amounts paid by the Buyer for such Services.
5.9 [Deliver of Goods shall not be made earlier than seven (7) days prior to the Delivery Date unless specifically agreed in writing by Buyer.]
5.10 Buyer reserves the right to designate the carrier and routing with respect to all Goods to be delivered hereunder. All shipments shall be routed per routing instructions or inaccordance with any other requests issued by the Buyer. In the absence of any such instructions, the Seller shall utilise a route which is the most cost effective.
5.11 If in order to comply withBuyer’s required Delivery Date it is necessary for Seller to utilise a more expensive transportation method or route, any increased costs will be borne bySeller.
5.12 If Seller ships via a carriernot approved by Buyer, this Agreement will be automatically converted to a prepaid contract; and Buyer shall have no obligation to reimburse Seller forthe freight charges paid by Seller to such unapproved carrier.
5.13 Export freight terms are quotedin accordance with Delivered Duty Paid INCOTERMS 2020, unless otherwise agreed in writing by the Buyer.
5.14 If Seller fails to deliverGoods to the Delivery Location so that Goods arrive at incorrect locations, Goods will be reshipped and the Seller will indemnify the Buyer and keep the Buyer fully and effectively indemnified from and adjust all costs, expenses, losses claims and liabilities suffered or incurred by the Buyer arising from the incorrect shipping.
5.15 Seller shall not deliver theGoods in instalments without Buyer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by Seller to deliver any one instalmenton time or at all, or any defect in an instalment shall entitle Buyer to theremedies set out in Clause 8.
Title and Risk
6.1 Unless otherwise expressly agreed on the face of this Agreement, risk and title in the Goods shall pass toBuyer on completion of delivery.
Price and Payment
7.1 The price of the Goods and Services payable to the Seller shall be the price in the currency set out in the Order, or, if no price is quoted, the price set out in Seller’s published price list in force as at the date the Agreement came into existence.
7.2 The Seller warrants that theprices for the Goods sold to the Buyer and Services performed by the Seller are not less favourable than those currently extended to any other customer for thesame or similar articles in similar quantities.
7.3 In the event Seller reduces itsprice for such Goods and Services during the continuance of an Agreement,Seller agrees to reduce the price of the Goods correspondingly.
7.4 The price of the Goods andServices:
7.4.1 excludes amounts in respect of value added tax (VAT), which Buyer shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice;
7.4.2 includes the costs of shipping, import or export duties, tariffs, packaging, labelling, taxes, storage insurance, boxing, and crating.
7.5 Seller shall be entitled to issue an invoice after delivery of the Goods/ completion of the Services and shall ensure that the invoice includes the date of the Order, the invoice number, the Buyer’s Order number, the Seller VAT registration number and any supporting documents that the Buyer may reasonably require.
7.6 Payment is due within thirty (30)days from receipt of the correctly rendered invoice. Payment shall be made to the bank account nominated in writing by the Seller.
7.7 If a Party fails to make any payment due to the other Party under the Agreement by the due date for payment, then the defaulting Party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.Interest under this clause will accrue each date at 4% a year above the Bank ofEngland's base rate from time to time, but at 4% a year for any period when the base rate is below 0%.
7.8 Buyer may at any time, without notice to Seller, set off any liability of Seller to Buyer against any liability of the Buyer to Seller, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under a specific Agreement. If the liabilities to be set off are expressed indifferent currencies, Buyer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Buyer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.
Buyer Remedies
8.1 If the Goods are not delivered or Services are not performed on the Delivery Date, or do not comply with Buyer’s or its customers’ instructions, specifications, drawings and data or not in accordance with Seller’s warranties at clauses 3.1 and 3.2 or if Seller fails to comply with any of the terms of these Conditions, Buyer may (without prejudice to the Buyer’s other rights and remedies) exercise any one or more of the following rights and remedies:
8.1.1 to terminate this Agreement;
8.1.2 to require Seller to replace, or correct defects of, any Goods and/or Services not conforming to Seller’s warranty at Clause 3.1without expense to Buyer, when notified of such nonconformity by Buyer, provided Buyer elects to provide Seller with the opportunity to do so;
8.2 In the event of failure ofSeller to correct defects in or replace nonconforming Goods or re-performServices promptly, Buyer, after reasonable notice to Seller, may make such corrections or replace such Goods or arrange for the reperformance of theServices and the Seller shall indemnify the Buyer and keep the Buyer fully and effectively indemnified from and against all liabilities, losses, claims, charges, costs and expenses suffered or incurred by the Buyer as a result ofnon-conformity.
8.3 If the Goods are not delivered on/within 3 days of the Delivery Date or completion of the Services is not achieved by the Delivery Date, Buyermay, at its option, and without prejudice to the Buyer’s other rights and remedies, claim or deduct by way of liquidated damages one percent(1%) of the price of the Goods and/or Services for each week's delay in delivery, up to a maximum of five percent (5%) of the total price of the Goods/Services.
8.4 These Conditions shall apply to any repaired or replacement Goods and/or reper formed Services supplied by Seller.
8.5 The Buyer’s rights and remedies under these Conditions are in addition to its rights and remedies implied bystatute and common law.
Intellectual Property
9.1 All Intellectual Property Rights in or arising out of or in connection with Buyer’s patterns, specifications, drawings and descriptions shall be owned by Buyer (“BuyerIPRs”). Any records of Buyer IPRs shall be returned to Buyer immediately upon request.
9.2 Buyer grants Seller or shall procure the direct grant to Seller of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Agreement to use theBuyer IPRs solely insofar as necessary for Seller to provide the Goods and/orServices to Buyer.
9.3 Seller shall not disclose, sub-license, assign or otherwise transfer the rights granted by clause 9.2without the Buyer’s written consent.
9.4 Seller acknowledges that allBuyer IPRs are and shall remain the exclusive property of Buyer.
9.5 Seller shall defend, indemnify and hold harmless Buyer and its customers against all claims (including, but not limited to, attorney’s fees) arising out of, or resulting from infringement of a trademark, patent, design, or other intellectual property of any third party. In the event that any claim is made against Buyer with respect to same.Buyer shall have the right, without prejudice to its other rights and remedies,to cancel an Order and terminate its relationship with the Seller.
9.6 Neither party shall use the other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with an Agreement.
Indemnity
10.1 Seller shall indemnify theBuyer and the Buyer’s customers and shall keep the Buyer and the Buyer’s customers fully and effectively indemnified from and against all damages, claims, losses, liabilities, costs and expenses arising out of, or resulting in any way from:
10.1.1 any claim made against Buyer 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 theGoods and/or Services, to the extent that the claim arises from a breach of these Conditions or an Agreement by the Seller or arising from the acts or omissions of Seller, its employees, agents or subcontractors;
10.1.2 any claim made against Buyer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods or Services; and
10.1.3 any claim made against Buyer by a third party arising out of or in connection with the supply of the Goods andServices, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of an Order by Seller, its employees, agents or subcontractors.
Insurance
11.1 Seller shall maintain, with are put able insurance company, all necessary insurance coverages, including public liability, product liability and professional indemnity insurance covering Seller’s employees or persons under contract to Seller, to cover the liabilities that may arise under or in connection with supplies to the Buyer.
11.2 Seller shall, on Buyer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
Limitation on Buyer’sLiability
12.1 References to liability in this clause 12include every kind of liability arising under or in connection with this agreement including liability:
12.1.1 in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
12.1.2 arising out of any use made or resale of the Goods by the Buyer, or of any product incorporating any of theGoods or use of the Services by the Buyer.
12.2 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
12.2.1 death or personal injury caused by negligence;
12.2.2 fraud or fraudulent misrepresentation;
12.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
12.2.4 breach of section 2 of theConsumer Protection Act 1987.
12.3 Subject to clause 12.2,Buyer’s only liability to Seller shall be to pay for Goods and Services supplied by the Seller in accordance with the terms of the Agreement.
Termination
13.1 Buyer reserves the right to terminate an Order for its sole convenience, at any time before delivery of theGoods and/or Services, with immediate effect by giving Seller written notice.In the event of such termination, Seller shall immediately stop all work, ands hall immediately cause any of its suppliers or subcontractors to cease work. Seller shall be paid a reasonable termination charge consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination (but not anticipated profits or any consequential loss).
13.2 Any applicable invoices resulting from termination must be received within thirty (30) days of the date of the Buyer’s notice of termination.
13.3 Seller shall not be paid forany work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.
13.4 Without limiting its other rights or remedies, Buyer shall have the right at any time by giving notice toSeller to terminate an Agreement forthwith if:
13.4.1 Seller commits a material breach of contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of the Seller being notified in writing to doso;
13.4.2 any distress, execution or other process is levied upon any of the assets of Seller;
13.4.3 Seller has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenesa meeting of creditors (whether formal or informal), or enters into liquidation or any composition or arrangement with its creditors (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of Seller or for the granting of an administration order in respect of Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller;
13.4.4 Seller ceases or threatens to cease to carry on all or a substantial part of its business; or
13.4.5 the financial position ofSeller deteriorates to such an extent that in the opinion of Buyer the capability of Seller to adequately to carry out its obligations under thisAgreement has been placed in jeopardy.
13.5 Termination of an Agreement shall not affect any rights and remedies that have accrued as at termination.
13.6 Any provision of an Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
14.1 In the event of discontinuance of Buyer’s business in whole or in part by any act or event beyond its reasonable control including, but not limited to, fire, strike, or other industrial action, act or omission of any governmental authority or of Buyer, insurrection or riot, embargo, car shortage, wreck or delay in transportation, or inability to obtain necessary labour, materials, or manufacturing facilities from unusual sources ("Force Majeure Event”), Buyer may at its option, cancelany undelivered portion of an Agreement or delay delivery, payment ora cceptance occasioned by said causes, without either Party being in breach of contractor otherwise liable for any failure or delay in the performance of its obligations.
14.2 Seller shall hold such Goods atthe direction of Buyer and shall deliver it when the cause affecting the delayhas been removed.
Confidentiality and Intellectual Property Rights
15.1 Seller undertakes that it shall not at any time disclose to any person any Confidential Information concerningthe business, affairs, customers, clients or suppliers of Buyer or of any of its Affiliates except as permitted by clause 15.2.
15.2 Seller may disclose Buyer’s Confidential Information to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information solely for the purpose of exercising its rights or carrying out its obligation sunder or in connection with an Agreement. Seller shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses Buyer’s Confidential Information comply with this clause 15, or as may be required bylaw, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Seller shall indemnify Buyer and keep Buyer fully and effectively indemnified from and against all liabilities, losses, damages, costs and expenses suffered or incurred by Buyer asa result of any breach of the foregoing provisions of this clause 15.
15.4 Neither Party shall use the other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with an Agreement.
Data Protection
16.1 If the Seller receives any personal data during the supply of Goods and/or Services under these Conditions, such personal data shall be dealt with in accordance with the Buyer’s mandatory Privacy Policy, a copy of which is available on the Buyer’s website.
Import and Export Requirements
17.1 Upon Buyer’s request, Seller shall provide Buyer with an appropriate certification stating the country of origin for goods, sufficient to satisfy the requirements of the customs authorities of the country of receipt, and any applicable export licensing regulations.
17.2 Seller shall mark all Goods (or the container if there is no room on the Goods) with the country of origin.Seller shall, in marking the products, comply with the requirements of the customs authorities of the country of receipt.
17.3 If any Goods are imported,Seller shall when possible allow Buyer to be the importer of record. If Buyer is not the importer of record and Seller obtains duty drawback rights to the goods, Seller shall, upon Buyer’s request, provide Buyer with documents required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to Buyer.
17.4 The Seller shall ensure that, in purchasing Goods and receiving Services from the Seller, it complies in full with all applicable UK, US and EU sanctions and export control laws and regulations ("Sanctions and Export Laws"). If requested by the Buyer, the Seller shall provide the Buyer with all information requested by the Buyer in order to enable the Buyer to verify the Seller’s compliance with all Sanctions andExport Control Laws. The Seller shall indemnify the Buyer and shall keep the Buyer fully and effectively indemnified from and against all liabilities, losses, claims, damages costs and expenses suffered or incurred by the Buyer as a result of any failure by the Seller to comply with Sanctions and Export Laws.
17.5 The Buyer shall be entitled to suspend payment for the Goods and Services or terminate the Agreement if it is not satisfied that the Seller is complying with Sanctions and Export Laws.
Assignment andSubcontracting
18.1 Buyer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under an Agreement or any part of it to any person, firm or company.
18.2 Seller may not assign, subcontract, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under an Agreement, without the prior written consent of Buyer nor shall Buyer be under any obligation to recognise any assignment of monies payable hereunder, nor any rights in theGoods ordered hereunder to any assignee without like consent.
19. Variation
Any variation of the Agreement only has effect if it is in writing and signed the Buyer.
Waiver
20.1 Buyer’s delay or failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege shall not waive that or any other right or privilege, nor shall it prevent or restrict the further exercise of that or any other right or privilege.
20.2 Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
21. Severability
If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of theAgreement and the remainder of such provision shall continue in full force and effect.
No Partnership or Agency
22.1 Nothing in the Agreement 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, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Entire Agreement
23.1 Each Party acknowledges that inentering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
Governing Law and Jurisdiction
24.1 The formation, existence, construction, performance, validity, subject matter and all aspects of theAgreement and orders placed and any dispute or claim (including non-contractual disputes or claims) shall be governed by the law of English and Wales.
24.2 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 Agreement and its subject matter or formation.
