Standard Terms & Conditions of Sale UK
for UK
1.1 Definitions
1.1.1 Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with Seller from time to time.
1.1.2 Agreement: the contract between Seller and Buyer for the sale and purchase of the Goods and Services in accordance with these Conditions.
1.1.3 Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales, when banks in London are open for business.
1.1.4 Buyer: means the person or firm who places an Order to purchase Goods and/or Services from Seller.
1.1.5 Conditions: these Terms and Conditions.
1.1.6 Confidential Information: means any information of a confidential nature concerning the business, affairs, customers, clients, or suppliers of a Party (or of any of its Affiliates), including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software and market opportunities.
1.1.7 Delivery Location: has the meaning given to it in clause 4.2.
1.1.8 Force Majeure Event: has the meaning given to it in clause 13.1.
1.1.9 Goods: the goods (or any part of them) set out in the Order.
1.1.10 Goods Specification: any specification for the Goods, including any relevant plans or drawings as agreed between the Parties.
1.1.11 Intellectual Property Rights:means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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 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.
1.1.12 Order: has the meaning given to it in clause 2.1.
1.1.13 Seller: means Abrasive Technology Limited registered in England and Wales with company number 02874855 or any of its Affiliates as specified at the time of the Order.
1.1.14 Services: the services as agreed between Seller and Buyer to be supplied bySeller in accordance with clause 6.1.
1.1.15 Warranty Period: has the meaning given to it in clause 10.2.
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 o rwritten 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).
Basis of Contract
2.1 An Order constitutes an offer by Buyer to purchase Goods and/or Services in accordance with these Conditions("Order”).
2.2 Buyer is responsible for ensuring that the terms of an Order [and all information it provides in the GoodsSpecification] are complete and accurate.
2.3 An Order shall not be treated as accepted by Seller until one of the following occurs:
2.3.1 Seller issues a written acknowledgment of its acceptance of the order to Buyer (“OrderAcknowledgement”); or
2.3.2 Seller makes shipment of theGoods or supplies the Services, as the case may be,
at which point and on which date the Agreement shall come into existence.
2.4 For Orders placed by email orvia Seller’s website, the Agreement shall not come into effect until Seller has sent an email to Buyer acknowledging receipt of the Order or Seller makes shipment of the Goods or supplies the Services, as the case may be.]
2.5 If Seller is unable to supplyBuyer with the Goods and/or the Services as set out in the Order for any reason, Seller will inform the Buyer of this by email and Seller will not process the Buyer’s Order. If Buyer has already paid for the Goods and/or theServices set out in the Order, Seller will refund Buyer the full amount paid byBuyer including any delivery costs charged as soon as possible.
2.6 Unless otherwise agreed in writing between the parties, any samples, drawings, descriptive matter or advertising produced by Seller and any descriptions or illustrations contained in Seller’s catalogues, brochures or on the Seller’s website are produced for the sole purpose of giving an approximate idea of the Goods, packaging of Goods and Services described in them and there maybe differences between Goods and Services as described and those delivered (for example, colour differences). They shall not form part of the Agreement nor have any contractual force.
2.7 These Conditions apply to theAgreement to the exclusion of any other terms that Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.8 Any quotation given by Seller shall not constitute an offer.
2.9 All of these Conditions shall apply to the supply of both Goods and Services except where application to oneor the other is expressly specified.
Goods
3.1 The Goods are described in Seller's catalogue and/or Seller’s website (unless modified by any applicable Goods Specification).
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by Buyer[and/or using materials provided by Buyer], Buyer shall indemnify Seller and shall keep the Seller fully and effectively indemnified from and against all liabilities, costs, expenses, damages and losses suffered or incurred by Seller arising out of or in connection with any claim made against Seller for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Seller’s use of the Goods Specification and/or materials provided to the Seller by the Buyer.
3.3 Any materials provided by Buyer to be used by the Seller in the manufacturing of the Goods must be of satisfactory quality and free from defects to facilitate efficient production and the Buyer shall indemnify theSeller and keep the Seller fully and effectively indemnified from and against all losses, damages, liabilities, costs and expenses suffered or incurred by the Seller as a result of using materials supplied by the Buyer.
3.4 Seller reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement and Seller shall notify Buyer in any such event.
Delivery
4.1 All delivery dates provided by the Seller are approximate only and time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time.
4.2 Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after Seller notifies Buyer that the Goods are ready OR Buyer shall collect the Goods from Seller’s premises or such other location as may be agreed with Buyer before delivery (“DeliveryLocation”) within five Business Days of Seller notifying Buyer that theGoods are ready.
4.3 When material is to be furnished by Buyer, Goods are to be delivered to Seller’s factory dock freight and applicable duties paid.
4.4 If the Seller is arranging delivery, delivery is complete on completion of unloading of the Goods at the DeliveryLocation.
4.5 If the Seller is arranging delivery, the Seller will charge for delivery at its standard delivery rates unless Buyer has arranged to collect the Goods.
4.6 Buyer shall meet the cost of any special packaging requested by Buyer or any packaging rendered necessary by delivery by any means other than Seller’s normal means of delivery.
4.7 If Buyer fails to take or accept delivery of the Goods within five (5) Business Days of Seller giving notice to the Buyer that the Goods are ready, then except where such failure or delay is caused by Seller’s failure to comply with its obligations under the Agreement in respect of the Goods:
4.7.1 delivery of the Goods shall be deemed to have been completed at 3pm on the fifth (5th) Business Day after the day on which Seller notified Buyer that the Goods were ready; and
4.7.2 Seller shall store the Goods until actual delivery takes place and charge the Buyer for all related costs and expenses (including insurance).
4.8 If after seven (7) BusinessDays after the day on which Seller notified Buyer that the Goods were ready for delivery, Buyer has not taken or accepted actual delivery of them, Seller may resello r otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, recover from Buyer any loss and additional costs incurred as a result of such refusal or failure.
4.9 If Seller delivers up to and including 5% more or less than the quantity of Goods ordered the Buyer may not reject them, but on receipt of notice from the Buyer that the wrong quantity ofGoods was delivered, the Seller shall make a pro rata adjustment to the invoice for the Goods.
4.10 Unless otherwise expressly agreed in writing, Seller may make delivery in one or more instalments each instalment being treated as a separate contract. Failure by Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by Buyer in respect of any one or more instalments shall not entitleBuyer to treat the Agreement as a whole as repudiated or cancel any other instalment.
4.11 Export freight terms are quoted in accordance with exworks INCOTERMS 2020, except as otherwise provided herein.All shipping, export and import duties, tariffs, duties and related charges will be paid by Buyer.
Title and Risk
5.1 Title to the Goods shall pass to Buyer upon payment in full (in cash or cleared funds).
5.2 Risk in the Goods shall pass toBuyer upon delivery to the carrier at Seller’s factory dock.
5.3 Until title to the Goods has passed to Buyer, Buyer shall:
5.3.1 store the Goods separate from goods belonging to the Buyer or third parties and so that they remain readily identifiable as Seller’s property and not remove, deface or obscure any identifying mark or packaging on or in relation to the Goods;
5.3.2 not allow any charges, liens or other forms of security to be created over the Goods;
5.3.3 keep the Goods in satisfactory condition and keep them insured against all risk for their full purchase price from the date of receipt; and
5.3.4 notify Seller if it becomes subject to any of the events listed in clauses 12.1.3 to 12.1.5.
5.4 Notwithstanding clause 5.3, theSeller shall be entitled to transfer title to the Goods to the Buyer by written notice, despite not receiving payment for those Goods.
5.5 At any time before title to theGoods passes to Buyer, Seller may require Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if Buyer fails to do so promptly, enter any premises of Buyer or of any third party where the Goods are stored in order to recover them.
Services
6.1 Unless agreed otherwise in writing, where Seller provides any Services, the scope of those Services shall be set out in the Order Acknowledgement Form and Seller shall supply theServices to Buyer in all material respects in accordance with any specific specification for the Services agreed in writing between Seller and Buyer. Seller shall use reasonable efforts to perform the Services in accordance with timescales agreed in writing between Seller and Buyer but such performance dates shall be estimates only and time for performance of Services shall not beof the essence. Upon the issuing of an Order Acknowledgement Form for Services, an Agreement shall come into force and no cancellation or amendments shall be permitted unless Seller gives its prior written consent (in its absolute discretion).
6.2 Seller warrants that Services will be provided using reasonable care and skill.
6.3 Seller reserves the right to make changes to any agreed Services which do not materially affect the nature or quality of the Services or which are necessary to enable compliance with any applicable law or safety requirement.
6.4 Buyer shall provide Seller with all such information and materials as Seller may reasonably require in order to supply the Services and shall ensure that such information is complete and accurate.
6.5 If Seller’s performance of theServices is prevented, hindered or delayed by any act or omission by Buyer orits customers or failure by Buyer or its customers to perform any relevant obligation or due to the occurrence of an event of Force Majeure, Seller shall have the right to suspend performance of the Services until any such failure is remedied and Seller shall not be liable for any costs or losses sustained or incurred by Buyer or its customers arising directly or indirectly from any esulting failure or delay by Seller. Buyer shall indemnify Seller and keepSeller fully and effectively indemnified from and against any addition alliabilities, losses, costs and expenses incurred by Seller as a result of any act, omission or failure by the Buyer or its customers.
Price and Payment
7.1 All prices payable to theSeller for Goods and Services are quoted in the currency specified in the quotation or Order Acknowledgement Form. Seller reserves the right to amend anyquotation due to accidental errors or omissions or by a change in circumstances beyond the reasonable control of Seller.
7.2 Written quotations automatically expire ninety (90) days from the date of issuance, unless otherwise stated in the proposal.
7.3 Prices and discounts are based upon costs and conditions existing on date of quotation and are subject to change by Seller before final acceptance of the Order.
7.4 Seller may invoice Buyer for Goods and Services at any time after the Order is accepted.
7.5 Unless agreed otherwise by Seller, payment for Goods and Services and all applicable delivery charges is due in full and cleared funds within thirty (30) days of the date of the Seller’s invoice. Time for payment shall be of the essence. Notwithstanding the foregoing, Seller shall been titled to amend payment terms at any time by providing a notice in writing toBuyer.
7.6 Standard terms of payment are Telegraphics transfer, BACS or CHAPS (provided that any banking costs or other costs charged for this method of payment will be borne entirely by Buyer) or net within thirty (30) days from the date of invoice (subject to credit approval).
7.7 Any extension of credit allowed to Buyer may be changed or withdrawn at any time.
7.8 The price of Goods and Services excludes any taxes, import or export duties and tariffs, VAT (where applicable)at the applicable current rate chargeable in the UK and the Buyer shall be responsible for payment of all of these to the extent they are due on any Goods or Services supplied to the Buyer by the Seller.
7.9 Buyer shall make all payments due under the Agreement without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise (except for any deduction or withholding required by law).
7.10 If Buyer fails to pay Seller any sum due pursuant to this Agreement, without limiting Seller’s other rights and remedies, Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 2% above LIBOR accruing on a daily basis until payment is made whether before or after any judgement. Seller also reserves the right to claim interest under the Late Payment of CommercialDebts (Interest) Act 1998.
Inspection,acceptance and rejection
8.1 Buyer may inspect the Goods atSeller’s factory before delivery upon giving reasonable notice to Seller. Any such inspection shall be so conducted as not to interfere with Seller’s operations.Buyer shall approve or reject the Goods within three (3) Business Days from the date of the inspection. Failure to do so will constitute acceptance of theGoods.
8.2 If, upon Buyer’s receipt of theGoods, the Goods do not conform to the requirements of this Agreement, Buyer shall immediately notify Seller and afford Seller a reasonable opportunity to inspect the Goods.
8.3 Shipment claims (including but not limited to shortage in quantity delivered, damage to, or loss of the goods in transit) by Buyer must be made within three (3) Business Days after receipt of shipments and Seller shall have the opportunity to investigate any such claim by Buyer. The shipment shall be conclusively presumed to be proper and conforming in all respects unless claims are made within said three (3) BusinessDay period.
8.4 Except in relation to a warranty claim under clause 10, noGoods may be returned without prior written authorisation by Seller. If the Seller provides such authorisation, the process set out at clause 9 must be followed by the Buyer.
RMA Procedure/Returns
9.1 If Seller authorises a return pursuant to clause 8.4, it will provide Buyer with a Returned Material Authorisation (RMA) number, which Buyer must displayon any packaging. Goods without such number will be rejected and returned to Buyer without refund.
9.2 Shipping charges for authorised returns must be prepaid by Buyer.
9.3 Without prejudice to the provisions in clause 8.4 above, no return shall beauthorised by Seller in the case of:
9.3.1 any Goods which become mixed inseparably with other items after their delivery; and
9.3.2 any Goods manufactured inaccordance with a Goods Specification provided by Buyer.
9.4 In order to request an authorisation from Seller to return Goods to the Seller, Buyer:
9.4.1 shall either:
(A) email the Seller at csr@abrasive-tech.com;
(B) contact the Customer Serviceteam by telephone on 44 1492 540444; or
(C) contact the Customer Servicesteam by post to www.abrasive-tech.com.
9.4.2 include all details of theorder including:
(A) Goods to be returned and reasonfor the return;
(B) date of order; and
(C) order number.
Warranty
10.1 Seller warrants that the Goods are free from material defects in material and workmanship for the WarrantyPeriod.
10.2 The duration of the Seller’s warranty in clause 10.1 shall be twelve (12) months (calculated from the date of shipment by theSeller) or such other period as may be notified by Seller to Buyer in writing(the “Warranty Period”).
10.3 Subject to clause 10.4, if:
10.3.1 Buyer gives notice in writing to Seller during the Warranty Period promptly upon discovery that some or allof the Goods do not comply with the warranty set out in clause 10.1; and
10.3.2 If requested by Seller, Seller is given a reasonable opportunity of examining such Goods; and
10.3.3 Buyer (if asked to do so bySeller) returns such Goods to Seller at Buyer’s cost and properly packaged soas not to sustain any damage in transit,
Seller shall, at its option and without charge, repair or replace the defective Goods.
10.4 If Seller provides a repair or replacement in accordance with clause 10.3, its hall have no further liability for a breach of the warranty in condition 10.1 inrespect of such Goods. For the avoidance of doubt, Seller shall not be liable for any breach of the warranty at clause 10.1 if:
10.4.1 Buyer makes any further use ofsuch Goods after giving a notice in accordance with clause 10.3.1.
10.4.2 the defect arises because Buyerfailed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there arenone) good trade practice regarding the same;
10.4.3 the defect arises as a resultof Seller following any drawing, design or specification supplied by Buyer;
10.4.4 Buyer alters or repairs theGoods without the prior written consent of Seller;
10.4.5 the defect arises as a resultof fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
10.4.6 the Goods differ from their description or specification as a result of changes made by the Seller to ensure they comply with applicable statutory or regulatory requirements.
10.5 These Conditions shall apply to any repaired or replacement Goods supplied by Seller.
10.6 Buyer is responsible for design work rendered by Seller unless otherwise expressly agreed to by an authorised representative of Seller under this Agreement.
10.7 The remedies described in thisAgreement are Buyer’s sole and exclusive remedies.
10.8 EXCEPT AS EXPRESSLY STATED IN THESE CONDITIONS, ALL WARRANTIES, REPRESENTATIONS, UNDERTAKINGS, CONDITIONS AND OTHER TERMS WHETHER IMPLIED BY STATUTE, COMMON LAW OR BY CUSTOM AND PRACTICE ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT.
Limitation of Liability
11.1 Nothing in these Conditions excludes or limits the liability of the Seller for:
11.1.1 death or personal injury caused by the Seller’s negligence;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.4 any other liability that cannot be limited or excluded by law.
11.2 Subject to clause 11.1, Seller shall have no liability whatsoever to the Buyer, whether in contract, tort(including negligence), breach of statutory duty or otherwise for any loss of profit, loss of business, increased costs or loss of savings, loss or damage to goodwill or for any special, consequential or indirect loss or damage howsoever arising. .
11.3 Without prejudice to clause 11.1 and subject to clause 11.2, Seller’s total liability to Buyer whether in contract, tort (including negligence), breach of statutory duty or otherwise, under or in connection with the Agreement will in no circumstances exceed 100% of the price of the Goods and Services.
Termination
12.1 Seller may terminate the Agreement with immediate effect by written notice if:
12.1.1 Buyer commits a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified in writing to do so;
12.1.2 Buyer fails to pay any amount due under the Agreement on the due date for payment;
12.1.3 Buyer 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;
12.1.4 Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
12.1.5 the financial position of theBuyer deteriorates to such an extent that in the Seller’s reasonable opinion its capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
12.2 Without affecting any other right or remedy available to it, Seller may suspend the supply of Services or all further deliveries of Goods under the Agreement or any other contract between Buyer and Seller if Buyer fails to pay any amount due under the Agreement on the due date for payment, Buyer becomes subject to any of the events listed in clauses 12.1.3 to 12.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
12.3 Termination of the Agreement shall not affect any rights and remedies that have accrued as at termination.
12.4 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Force Majeure
13.1 Seller shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Agreement that is caused 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”).
13.2 In the event of delay due to the occurrence of a Force Majeure Event, the date of delivery of Goods and the performance of Services will be extended to reflect the impact and duration of the Force Majeure Event.
Confidentiality and Intellectual PropertyRights
14.1 Buyer undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of Seller or of any of its Affiliates except as permitted by clause 14.2.
14.2 Buyer may disclose Seller’sConfidential 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 obligations under or in connection with these Conditions. Buyer shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses Seller’s Confidential Information comply with this clause 14, or as may be required bylaw, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Unless agreed otherwise in writing, all Intellectual Property Rights in the Goods and Services and all related documentation (other than Intellectual Property Rights in any materials and specifications provided by Buyer) are, and shall remain, the property of Seller or its licensor.
14.4 Seller grants to Buyer anon-exclusive worldwide license to use such Intellectual Property Rights solely for the purpose of enabling it to resell or utilise the Goods and Services inits business.
14.5 Buyer shall ensure that all of the obligations in this clause 14 are passed on in full to its customers, suppliers, subcontractors and end-users and shall indemnify Seller and keep Seller fully and effectively indemnified from and against all liabilities, losses, damages, costs and expenses suffered or incurred by Seller as a result of any breach of the foregoing provisions of this clause 14 (including as a result of any breach by its customers, suppliers, subcontractors and end-users).
14.6 If the Seller uses specifications provided by the Buyer, the Buyer shall indemnify the Seller ands hall keep the Seller fully and effectively indemnified from and against all claims, liabilities, losses, costs and expenses suffered or incurred by theSeller arising from any claims or allegations made by third parties that the use of such specifications infringes the Intellectual Property Rights of that third party.
14.7 Buyer grants Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials and specifications provided by Buyer to the Supplier for the purpose of enabling Seller to supply the Goods and Services to Buyer.
Data Protection
15.1 If the Seller receives any personal data during the supply of Goods and/or Services under theseConditions, such personal data shall be dealt with in accordance with theSeller’s Privacy Policy, a copy of which is available on the Seller’s website.
Sanctions and ExportControl
16.1 The Seller complies strictly with all applicable UK, US and EU sanctions and export control laws and regulations ("Sanctions and Export Laws") and shall beresponsible for obtaining all necessary authorisations, permits and licences required pursuant to sanctions and Export Laws.
16.2 The Buyer shall ensure that, in purchasing Goods and receiving Services from the Seller, it complies in full with all Sanctions and Export Control Laws. If requested by the Seller, the Buyer shall provide the Seller with all information requested by the Seller in order to enable the Seller to verify theBuyer’s compliance with all Sanctions and Export Control Laws. The Buyer shall indemnify the Seller and shall keep the Seller fully and effectively indemnified from and against allliabilities, losses, claims, damages costs and expenses suffered or incurred by the Seller as a result of any failure by the Buyer to comply with Sanctions andExport Laws.
16.3 The Seller shall be entitled tosuspend supplies of Goods and Services or terminate the Agreement if it is not satisfied that the Buyer is complying with Sanctions and Export Laws.
Assignment and Subcontracting
17.1 Buyer may not assign thisAgreement or any interest herein or any right to performance due or to become due hereunder, whether by assignment, subcontract, merger, reorganisation, operation of law (all of which shall be deemed to be an “assignment”),or otherwise, without prior written consent of Seller.
17.2 Seller may assert any counterclaims or set-off that Seller may have against Buyer against any assignee, whether or not such counterclaim or set-off arose under or with respect to this Agreement.
17.3 The Seller may at any time assign, transfer, subcontract or deal in any manner with all or any of its rights or obligations under these Conditions.
Variation
Any variation of the Agreement shall only be effective if it is in writing and signed by the Seller.
Waiver
Failure by Seller to enforce any rights under these terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of them at any time later.
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
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Entireagreement
22.1 The terms and conditions appearing in any quotation, acknowledgement of order, order confirmation, invoice or other similar document provided by Seller relating to the sale ofGoods or Services by Seller to Buyer, as supplemented by these Conditions 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.
22.2 The Buyer acknowledges that placing orders, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in theseConditions. The Buyer agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not set out in these Conditions.
Rights of Third Parties
The Parties do not intend that any term of an Agreement will been forceable by virtue of the Contracts (Rights of Third Parties) Act 1999 byany person or entity that is not a party to it.
Governing Law and Jurisdiction
24.1 The formation, existence, construction, performance, validity, subject matter and all aspects of theseConditions and Agreements made pursuant to these Conditions 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 these Conditions and Agreements made pursuant to these Conditions.
